tm213581-17_424b3 - none

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-252529

PROXY STATEMENT OF
EXPERIENCE INVESTMENT CORP.

PROSPECTUS FOR
35,625,000 SHARES OF CLASS A COMMON STOCK

CONSENT SOLICITATION STATEMENT FOR
BLADE URBAN AIR MOBILITY, INC.

Dear Experience Investment Corp. Stockholders,

On behalf of EIC’s board of directors (the “Board”), we cordially invite you to a special meeting (the “special meeting”) of stockholders of Experience Investment Corp., a Delaware corporation (“EIC,” “we” or “our”), to be held via live webcast at 10:00 a.m. (New York City time) on May 5, 2021. The special meeting can be accessed by visiting https://web.lumiagm.com/230208333 where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

On December 14, 2020, EIC entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among EIC, Experience Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of EIC (“Merger Sub”), and BLADE Urban Air Mobility, Inc., a Delaware corporation (“Blade”), providing for, among other things, and subject to the terms and conditions therein, a business combination between Blade and EIC pursuant to the proposed merger of Merger Sub with and into Blade, with Blade continuing as the surviving entity (the “Merger”). Concurrently with the execution and delivery of the Merger Agreement, certain accredited investors (the “PIPE Investors”), including an affiliate of Experience Sponsor LLC (the “Sponsor”), entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase 12,500,000 shares (the “PIPE Shares”) of EIC’s Class A common stock (the “EIC Class A common stock”) at a purchase price per share of $10.00 and an aggregate purchase price of $125,000,000 (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, among other conditions, and will be consummated concurrently with, the closing of the Merger (the “Closing”). The Merger, together with the other transactions contemplated by the Merger Agreement and the related agreements, are referred to herein as the “Transactions.”

The proposed Merger is expected to be consummated after the required approval by the stockholders of EIC and by the stockholders of Blade, and the satisfaction or waiver of certain other conditions summarized below. At the reference price of $10.00 (the “Reference Price”) per share of EIC Class A common stock, the total merger consideration of 35,625,000 shares of EIC Class A common stock (which amount assumes all of the EIC Options (as defined below) are net exercised) would have a value of $356,250,000. However, the valuation ascribed to the Blade business and EIC Class A common stock issued as Merger Consideration may not be indicative of the price that will prevail in the trading market following the business combination and the trading price of EIC Class A common stock may fluctuate substantially and may be lower than the reference price. As a result, Blade stockholders cannot be sure of the value of the shares of EIC Class A common stock they will receive.

Pursuant to the Merger Agreement, at the effective time of the Merger:

(a) each outstanding share of Blade common stock, including shares that are subject to vesting conditions (the “Blade Restricted Shares” and, together with shares of Blade common stock, the “Blade Common Stock”) that is outstanding as of immediately prior to the effective time of the Merger (other than treasury stock) will be cancelled and automatically converted into the right to receive a number of shares of EIC Class A common stock calculated pursuant to the Merger Agreement (the “Common Stock Share Consideration”). The Common Stock Share Consideration issued in respect of Blade Restricted Shares will be subject to the same vesting restrictions as in effect immediately prior to the effective time of the Merger;

(b) each outstanding share of Blade Series Seed Preferred Stock, Blade Series A Preferred Stock and Blade Series B Preferred Stock (collectively, the “Blade Preferred Stock” and, together with the Blade Common Stock, the “Blade Stock”) that is outstanding as of immediately prior to the effective time of the Merger will be cancelled and automatically converted into the right to receive a number of shares of EIC

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Class A common stock calculated pursuant to the Merger Agreement (the “Preferred Stock Share Consideration” and, together with the Common Stock Share Consideration, the “Share Consideration”); and

(c) each option to acquire Blade Common Stock (each, a “Blade Option”) that is outstanding immediately prior to the effective time of the Merger, will be assumed and automatically converted into an option to purchase a number of shares of EIC Class A common stock at the exercise price calculated pursuant to the Merger Agreement (the “EIC Options” and, together with the Share Consideration, the “Merger Consideration”).

As described in this proxy statement/prospectus/consent solicitation statement, EIC’s stockholders are being asked to consider and vote upon the Merger and the other proposals set forth herein. Each of the proposals is more fully described in the accompanying proxy statement/prospectus/consent solicitation statement, which we encourage you to read carefully and in its entirety before voting. Only holders of record of EIC’s common stock at 5:00 p.m. (New York City time) on March 17, 2021 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the Board has determined that the Merger and the other proposals described in the accompanying proxy statement/prospectus/consent solicitation statement are fair to and in the best interests of EIC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the approval of the Merger and the other proposals. When you consider the Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of EIC’s stockholders generally. Please see the section entitled “The Merger — Interests of Certain Persons in the Business Combination” for additional information. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to EIC’s stockholders that they vote in favor of the proposals presented at the special meeting.

The Blade board of directors has unanimously approved the Merger Agreement and the transactions contemplated thereby and recommends that Blade stockholders consent to the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated thereby.

Consummation of the Transactions is conditioned on (a) the approval of EIC’s stockholders of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal (as described herein) and (b) the consent of the requisite Blade stockholders (as described herein) to adopt the Merger Agreement and approve the transactions contemplated thereby. If any of such proposals is not approved, or the consent of the requisite Blade stockholders is not received, we will not consummate the Transactions. EIC and Blade are sending you this proxy statement/prospectus/consent solicitation statement to ask you to vote in favor of these and the other matters described in this document.

In connection with the Merger Agreement: (a) EIC entered into an amended letter agreement with Blade and the Sponsor (the “Sponsor Letter Agreement”), pursuant to which the Sponsor has agreed to, among other things, vote its shares in favor of the business combination proposal and the other proposals included in the accompanying proxy statement/prospectus/consent solicitation statement; and (b) certain Blade stockholders that collectively hold 58.83% of the issued and outstanding shares of Blade Preferred Stock and 56.36% of the issued and outstanding shares of Blade Stock delivered Support Agreements pursuant to which such Blade stockholders agreed to irrevocably and unconditionally execute a written consent in respect of such shares of Blade Stock held by such Blade stockholders to adopt and approve the Merger Agreement. The directors and executive officers of Blade and their affiliates, collectively hold 47.2% of the issued and outstanding shares of Blade Preferred Stock and 56.7% of the issued and outstanding shares of Blade Stock. The obligations of the Blade stockholders that are party to the Support Agreements apply whether or not the Merger or any other action described in the Support Agreements is recommended by the Blade board of directors or the Blade board of directors has withdrawn or modified its recommendation that Blade stockholders adopt the Merger Agreement and approve the Merger and the other Transactions.

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The following table illustrates varying ownership levels in the post-combination company, assuming no redemptions by EIC’s public stockholders and the maximum redemptions by EIC’s public stockholders as described above:

	Assuming No Redemptions(1)		Assuming Maximum Redemptions(1)(2)
EIC’s public stockholders (other than the PIPE Investors)		33.3%		—%
PIPE Investors (other than the Sponsor and its affiliates)		12.7%		19.1%
Sponsor (and its affiliates)		10.8%		16.1%
Current holders of Blade Stock and Blade Options(3)		43.2%		64.8%

(1)

Assumes 35,625,000 shares of EIC Class A common stock are issued as Merger Consideration and reflects the shares of EIC Class A common stock underlying the EIC Options (assuming that the payment of the exercise price for such EIC Options is net settled) as issued and outstanding as of the closing of the Merger.

(2)

Assumes all 27,500,000 shares of EIC Class A common stock will be redeemed.

(3)

Certain Blade stockholders have committed to purchase an aggregate of 210,000 shares of EIC Class A common stock in the PIPE Investment. Those shares are excluded from the ownership amounts for current holders of Blade Stock and Blade Options.

All EIC stockholders are cordially invited to attend the special meeting and we are providing the accompanying proxy statement/prospectus/consent solicitation statement and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy from your broker or bank.

This proxy statement/prospectus/consent solicitation statement covers: 35,625,000 shares of EIC Class A common stock (which amount assumes all of the EIC Options are net exercised) being issued or reserved for issuance as the Merger Consideration pursuant to the Merger Agreement.

EIC’s units, shares of EIC Class A common stock and EIC’s public warrants are currently listed on the Nasdaq Stock Market (the “Nasdaq”) under the symbols EXPCU, EXPC and EXPCW, respectively.

Pursuant to EIC’s current certificate of incorporation, a holder of public shares may demand that EIC redeem such shares for cash if the business combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if, no later than 5:00 p.m. (New York City time) on May 3, 2021 (two (2) business days prior to the date of the special meeting), they:

(i) submit a written request to EIC’s transfer agent that EIC redeem their public shares for cash,

(ii) certify in such demand for redemption that they “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act), and

(iii) deliver such public shares to EIC’s transfer agent (physically or electronically).

If the business combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, regardless of whether such holder votes or votes “FOR” or “AGAINST” the business combination proposal, EIC will redeem each public share for a full pro rata portion of the funds held in the trust account holding the proceeds from EIC’s initial public offering, calculated as of two business days prior to the consummation of the business combination. Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact EIC’s transfer agent directly and instruct them to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote “FOR” the business combination proposal.

EIC is, and, immediately following consummation of the Transactions, will continue to be, an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

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This proxy statement/prospectus/consent solicitation statement provides you with detailed information about the Transactions and other matters to be considered at the special meeting of EIC’s stockholders. We encourage you to carefully read this entire document, including the Annexes attached hereto. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 44.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

The Transactions described in the accompanying proxy statement/prospectus/consent solicitation statement have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the merits or fairness of the business combination or related Transactions, or passed upon the accuracy or adequacy of the disclosure in this proxy statement/prospectus/consent solicitation. Any representation to the contrary is a criminal offense.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

/s/ Eric Affeldt

Eric Affeldt
Chairman of the Board of Directors

This proxy statement/prospectus/consent solicitation statement is dated April 6, 2021 and is first being mailed to EIC stockholders on or about April 8, 2021.

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ADDITIONAL INFORMATION

The accompanying document is the proxy statement of EIC for the special meeting, the prospectus for the 35,625,000 shares of EIC Class A common stock being issued or reserved for issuance as the Merger Consideration pursuant to the Merger Agreement and the consent solicitation statement for Blade stockholders to adopt the Merger Agreement and approve the Merger and the Transactions. This registration statement and the accompanying proxy statement/prospectus/consent solicitation statement is available without charge to public shareholders of EIC upon written or oral request. This document and other filings by EIC with the Securities and Exchange Commission may be obtained by either written or oral request to:

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Individuals, please call toll-free: (800) 662-5200
Banks and brokerage, please call: (203) 658-9400
Email: EXPC.info@investor.morrowsodali.com

The Securities and Exchange Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.

In addition, if you have questions about the proposals to be voted on at the special meeting or the accompanying proxy statement/prospectus/consent solicitation statement, would like additional copies of the accompanying proxy statement/prospectus/consent solicitation statement, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali LLC, the proxy solicitor for EIC, toll-free at 1 (800) 662-5200. You will not be charged for any of the documents that you request.

See the section entitled “Where You Can Find More Information” of the accompanying proxy statement/prospectus/consent solicitation statement for further information.

Information contained on the EIC website, or any other website, is expressly not incorporated by reference into this proxy statement/prospectus/consent solicitation statement.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the special meeting, or no later than April 28, 2021.

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EXPERIENCE INVESTMENT CORP.
100 St. Paul St., Suite 800
Denver, CO 80206

NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 5, 2021

TO THE STOCKHOLDERS OF EXPERIENCE INVESTMENT CORP.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Experience Investment Corp., a Delaware corporation (“EIC,” “we” or “our”), will be held via live webcast at 10:00 a.m. (New York City time) on May 5, 2021. The special meeting can be accessed by visiting https://web.lumiagm.com/230208333, where you will be able to listen to the meeting live and vote during the meeting.

Please note that you will only be able to access the special meeting by means of remote communication.

On behalf of EIC’s board of directors (the “Board”), you are cordially invited to attend the special meeting, to conduct the following business items:

(1)

Proposal No. 1 — To consider and vote upon a proposal to approve the business combination described in this proxy statement/prospectus/consent solicitation statement, including (a) adopting the Agreement and Plan of Merger, dated as of December 14, 2020 (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”) by and among EIC, Experience Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of EIC (“Merger Sub”), and BLADE Urban Air Mobility, Inc., a Delaware corporation (“Blade”), a copy of which is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex A, which provides for, among other things, and subject to the terms and conditions therein, a business combination between Blade and EIC pursuant to the proposed merger of Merger Sub with and into Blade, with Blade continuing as the surviving entity (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”) and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus/consent solicitation statement — we refer to this proposal as the “business combination proposal”;

(2)

Proposal No. 2 — To consider and vote upon a proposal to approve and adopt the second amended and restated certificate of incorporation of EIC in the form attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex F (the “second amended and restated certificate of incorporation”) — we refer to this proposal as the “charter proposal”;

(3)

Proposal No. 3 — To consider and vote upon, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with the United States Securities and Exchange Commission (“SEC”) requirements — we refer to this proposal as the “governance proposal”;

(4)

Proposal No. 4 — To consider and vote on a proposal to approve and adopt the 2021 Omnibus Incentive Plan (the “Incentive Plan”) and the material terms thereunder, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex E;

(5)

Proposal No. 5 — To consider and vote upon a proposal to elect seven (7) directors to serve staggered terms on the Board until immediately following the annual meeting of EIC stockholders for the calendar year ended December 31, 2021, 2022 and 2023, as applicable, and until their respective successors are duly elected and qualified — we refer to this proposal as the “director election proposal”;

(6)

Proposal No. 6 — To consider and vote upon a proposal to approve, for purposes of complying

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with the applicable provisions of Nasdaq (as defined below) Rules 5635(a), (b) and (d), the issuance of (a) more than 20% of EIC’s issued and outstanding shares of common stock in connection with the Transactions, including, without limitation, the issuance of shares of EIC Class A common stock as Merger Consideration and the PIPE Investment (as described below), and the issuance of more than 20% of EIC’s issued and outstanding shares to a single holder (which may constitute a change of control under the Nasdaq Rules) and (b) shares of EIC Class A common stock to a director, officer or Substantial Shareholder (as defined by Nasdaq Rule 5635(e)(3)) in connection with the Transactions — we refer to this proposal as the “Nasdaq proposal”; and

(7)

Proposal No. 7 — To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal — we refer to this proposal as the “adjournment proposal.”

Each of these proposals is more fully described in the accompanying proxy statement/prospectus/consent solicitation statement, which we encourage you to read carefully and in its entirety before voting. Only holders of record of EIC common stock at 5:00 p.m. (New York City time) on March 17, 2021 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the Board has determined that the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal are fair to and in the best interests of EIC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented. When you consider the Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the business combination that are different from, or in addition to, the interests of EIC stockholders generally. Please see the section entitled “The Merger — Interests of Certain Persons in the Business Combination” for additional information. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the EIC stockholders that they vote in favor of the proposals presented at the special meeting.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. If any of these proposals is not approved, or the consent of the requisite Blade stockholders is not received, we will not consummate the Transactions.

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To raise additional proceeds to fund the Transactions, concurrently with the execution and delivery of the Merger Agreement, certain accredited investors (the “PIPE Investors”), including an affiliate of the Sponsor, entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase 12,500,000 shares of EIC Class A common stock (the “PIPE Shares”) at a purchase price per share of $10.00 and an aggregate purchase price of $125,000,000 (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, among other conditions, and will be consummated concurrently with, the closing of the Merger.

(i) submit a written request to EIC’s transfer agent that EIC redeem their public shares for cash,

(ii) certify in such demand for redemption that they “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act), and

(iii) deliver such public shares to EIC’s transfer agent (physically or electronically).

If the business combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, regardless of whether such holder votes or votes “FOR” or “AGAINST” the business combination proposal, EIC will redeem each public share for a full pro rata portion of the funds held in the trust account holding the proceeds from EIC’s initial public offering, calculated as of two business days prior to the consummation of the business combination. Holders of units must elect to separate the underlying public shares and Public Warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact EIC’s transfer agent directly and instruct them to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote “FOR” the business combination proposal.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

/s/ Eric Affeldt

Eric Affeldt
Chairman of the Board of Directors

April 6, 2021

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE EIC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO EIC’s TRANSFER AGENT NO LATER THAN 5:00 P.M. (NEW

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BLADE Urban Air Mobility, Inc.
499 East 34th Street
New York, NY 10016

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To Stockholders of BLADE Urban Air Mobility, Inc.,

Pursuant to an Agreement and Plan of Merger, dated as of December 14, 2020 (the “Merger Agreement”), by and among BLADE Urban Air Mobility, Inc. (“Blade”), Experience Investment Corp. (“EIC”) and EIC Merger Sub, Inc., a direct wholly owned subsidiary of EIC (“Merger Sub”), Blade will merge with and into Merger Sub, with Blade surviving the merger as a wholly owned subsidiary of EIC (the “Merger”).

The consent solicitation statement attached to this notice is being delivered to you on behalf of the Blade board of directors to request that holders of the outstanding shares of Blade common stock and Blade preferred stock execute and return written consents to adopt and approve the Merger Agreement and the transactions contemplated thereby.

The attached consent solicitation statement describes the proposed Merger and the actions to be taken in connection with the Merger and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Merger Agreement is attached as Annex A to this consent solicitation statement.

A summary of the appraisal rights that may be available to you is described in “Appraisal Rights.” Please note the Merger has been approved by the Blade board of directors.

The Blade board of directors has considered the Merger and the terms of the Merger Agreement and has unanimously determined that the Merger and the Merger Agreement are advisable, fair to and in the best interests of Blade and its stockholders and recommends that Blade stockholders adopt the Merger Agreement and approve the Merger and the other transactions contemplated thereby.

Please complete, date and sign the written consent furnished to you and return it promptly to Blade by one of the means described in “Blade’s Solicitation of Written Consents.”

By Order of the Board of Directors,
Robert S. Wiesenthal
Chief Executive Officer

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FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus/consent solicitation statement or the context otherwise requires, references to:

“Blade” are to BLADE Urban Air Mobility, Inc., a Delaware corporation;

“Blade Common Stock” are to the shares of Blade’s common stock, par value $0.00001 per share, including Blade Restricted Shares;

“Blade Options” are to each option to acquire Blade Common Stock granted pursuant to the Fly Blade, Inc. 2015 Equity Incentive Plan that is outstanding immediately prior to the effective time of the Merger, whether vested or unvested;

“Blade Preferred Stock” are to, collectively, the shares of Blade’s Series Seed Preferred Stock, par value $0.00001 per share, Blade’s Series A Preferred Stock, par value $0.00001 per share, and Blade’s Series B Preferred Stock, par value $0.00001 per share;

“Blade Restricted Shares” are to the shares of Blade Common Stock granted to employees or other service providers of Blade that are subject to vesting conditions;

“Blade Stock” are to, collectively, the Blade Common Stock and Blade Preferred Stock;

“Board” or “EIC Board” are to the board of directors of EIC, or a committee thereof, as applicable;

“Closing” are to the consummation of the Merger;

“Closing Date” are to the date on which the Transactions are consummated;

“common stock” are to the EIC Class A common stock and EIC Class B common stock;

“completion window” are to the period following the completion of EIC IPO at the end of which, if EIC has not completed an initial business combination, it will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions. The completion window ends on September 17, 2021;

“current certificate of incorporation” are to EIC’s amended and restated certificate of incorporation in effect as of the date of this proxy statement/prospectus/consent solicitation statement;

“DGCL” are to the Delaware General Corporation Law, as amended;

“EIC” are to Experience Investment Corp., a Delaware corporation, which will be renamed Blade Air Mobility, Inc. in connection with the consummation of the Transactions;

“EIC Class A common stock” are, prior to consummation of the Transactions, to EIC’s Class A common stock, par value $0.0001 per share and, following consummation of the Transactions, to the Class A common stock, par value $0.0001 per share of the post-combination company;

“EIC Class B common stock” are to EIC’s Class B common stock, par value $0.0001 per share;

“EIC IPO” are to the initial public offering by EIC which closed on September 17, 2019;

“EIC Options” are to the Blade Options assumed by EIC pursuant to the Merger Agreement at Closing, which shall automatically convert into options to purchase EIC Class A common stock;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Founder Shares” are to the 6,875,000 shares of EIC Class B common stock and the shares of EIC Class A common stock issued upon the automatic conversion thereof at the time of EIC’s initial business combination. The Founder Shares are held of record by the Sponsor as of the record date;

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“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“Investor Rights Agreement” are to the Investor Rights Agreement, dated as of December 14, 2020 (and effective as of the Closing), by and among EIC, the Sponsor and certain other parties thereto;

“KSL Capital Partners” are to KSL Capital Partners, LLC, a Delaware limited liability company, an affiliate of our Sponsor;

“Merger” are to the merger of Merger Sub with and into Blade, with Blade surviving the merger as a wholly owned subsidiary of EIC;

“Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of December 14, 2020, by and among EIC, Merger Sub and Blade, providing for, among other things, and subject to the terms and conditions therein, a business combination between Blade and EIC pursuant to the proposed merger of Merger Sub with and into Blade, as the same has been or may be amended, modified, supplemented or waived from time to time;

“Merger Consideration” are to the Share Consideration and the EIC Options;

“Merger Sub” are to Experience Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of EIC;

“Net Tangible Assets” are to the net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of EIC immediately following the Closing (after giving effect to the exercise by EIC’s public stockholders of their right to redeem their shares of EIC Class A common stock into their pro rata share of the funds held in EIC’s trust account in accordance with EIC’s current certificate of incorporation, the PIPE Investment and the other Transactions contemplated to occur upon the Closing, including the payment of expenses relating to the Transactions);

“PIPE Investment” are to the private placement pursuant to which EIC entered into subscription agreements with certain investors whereby such investors have committed to purchase 12,500,000 shares of EIC Class A common stock at a purchase price per share of $10.00 and an aggregate purchase price of $125,000,000. The PIPE Investment will be consummated concurrently with, and is conditioned upon, among other things, the Closing;

“PIPE Investors” are to the investors participating in the PIPE Investment;

“PIPE Subscription Agreements” are to the subscription agreements relating to the PIPE Investment entered into by and among EIC, on the one hand, and certain accredited investors (including an affiliate of the Sponsor), on the other hand, in each case entered into on or after December 14, 2020 and prior to the Closing;

“Private Placement Warrants” are to the warrants issued by EIC to the Sponsor in a private placement simultaneously with the closing of the EIC IPO. The Private Placement Warrants are exercisable for an aggregate of 5,000,000 shares of EIC Class A common stock at a purchase price of $11.50 per share;

“public shares” are to the 27,500,000 shares of EIC Class A common stock sold as part of the units in the EIC IPO (whether they were purchased in the EIC IPO or thereafter in the open market);

“public stockholders” are to the holders of EIC’s public shares, including the Sponsor and EIC’s officers and directors to the extent the Sponsor and EIC’s officers or directors purchase public shares, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares;

“Public Warrants” are to the redeemable warrants issued by EIC and sold as part of the units in the EIC IPO (whether they were purchased in the EIC IPO or thereafter in the open market). The Public Warrants are exercisable for an aggregate of 9,166,666 shares of EIC Class A common stock at a purchase price of $11.50 per share. Following the consummation of our initial business combination, references to the Public Warrants also include any Private Placement Warrants or Working Capital Warrants that are not held by our Sponsor or its permitted transferees;

“SEC” are to the United States Securities and Exchange Commission;

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“Share Consideration” are to the shares of EIC Class A common stock to be issued as consideration for the outstanding shares of Blade Common Stock and Blade Preferred Stock pursuant to the Merger Agreement;

“Sponsor” are to Experience Sponsor LLC, a Delaware limited liability company and an affiliate of KSL Capital Partners and EIC in which certain of EIC’s directors and officers hold membership interests;

“Sponsor Letter Agreement” are to the Amended and Restated Sponsor Letter Agreement, dated as of December 14, 2020, by and among EIC, the Sponsor and Blade, which amended and restated that certain letter agreement, dated as of September 12, 2019, between the Sponsor, EIC and the other parties thereto;

“Steele ExpCo” are to Steele ExpCo Holdings, LLC, the managing member of the Sponsor;

“Support Agreements” are to the Support Agreements, dated as of December 14, 2020, entered into by EIC and certain Blade stockholders, pursuant to which certain Blade stockholders that collectively hold 58.83% of the issued and outstanding shares of Blade Preferred Stock and 56.36% of the issued and outstanding shares of Blade Stock agreed to irrevocably and unconditionally execute a written consent in respect of such shares of Blade Stock held by such Blade stockholders to adopt and approve the Merger Agreement;

“Transactions” are to the Merger, together with the other transactions contemplated by the Merger Agreement and the related agreements;

“trust account” are to the trust account of EIC that holds the proceeds from the EIC IPO;

“units” are to the 27,500,000 units sold in the EIC IPO, with each unit consisting of one public share and one-third (1/3) of one Public Warrant, each whole Public Warrant entitling the holder thereof to purchase one share of EIC Class A common stock for $11.50 per share;

“warrants” are to the Public Warrants, the Private Placement Warrants and the Working Capital Warrants; and

“Working Capital Warrants” are to the warrants to purchase shares of EIC Class A common stock if loans are made by the Sponsor pursuant to the Sponsor Letter Agreement in an amount of up to $1,500,000 and not repaid, such warrants to be on terms identical to the terms of the Private Placement Warrants.

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SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

This summary term sheet, together with the sections entitled “Questions and Answers” and “Summary,” summarizes certain information contained in this proxy statement/prospectus/consent solicitation statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus/consent solicitation statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the special meeting. In addition, for definitions used commonly throughout this proxy statement/prospectus/consent solicitation statement, including this summary term sheet, please see the section entitled “Frequently Used Terms.”

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Experience Investment Corp., a Delaware corporation, which we refer to as “EIC,” “we,” “us,” or “our,” is a blank check company incorporated as a Delaware corporation on May 24, 2019 and formed solely for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

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On September 17, 2019, EIC consummated its initial public offering of 27,500,000 units, including 2,500,000 units under the underwriters’ over-allotment option, with each unit consisting of one share of EIC Class A common stock and one-third (1/3) of one Public Warrant, each whole Public Warrant entitling the holder thereof to purchase one share of EIC Class A common stock for $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $275,000,000. Simultaneously with the consummation of the EIC IPO, EIC consummated the private placement of 5,000,000 Private Placement Warrants at a price of $1.50 per warrant, generating total proceeds of $7,500,000. Transaction costs amounted to $15,613,880 consisting of $5,500,000 of underwriting fees, $9,625,000 of deferred underwriting fees and $488,880 of other offering costs. In addition, $1,999,979 of cash was held outside of the trust account upon closing of the EIC IPO and was available for working capital purposes and for the payment of offering expenses.

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Following the consummation of the EIC IPO, $275,000,000 was deposited into a U.S.-based trust account with American Stock Transfer & Trust Company, LLC acting as trustee. Except as described in the prospectus for the EIC IPO, these proceeds will not be released until the earlier of the completion of an initial business combination and EIC’s redemption of 100% of the outstanding public shares upon its failure to consummate a business combination within the completion window.

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Blade is a technology-powered, air mobility platform committed to reducing travel friction by providing cost-effective air transportation alternatives to some of the most congested ground routes in the United States and abroad. See the sections entitled “Information About Blade,” “Blade’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Management after the Business Combination.”

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On December 14, 2020, EIC entered into the Merger Agreement with Merger Sub and Blade, providing for, among other things, and subject to the terms and conditions therein, a business combination between Blade and EIC pursuant to the proposed merger of Merger Sub with and into Blade, with Blade continuing as the surviving entity.

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Subject to the terms of the Merger Agreement, at the reference price of $10.00 per share of EIC Class A common stock, the total Merger consideration of 35,625,000 shares of EIC Class A common stock (which amount assumes all of the EIC Options are net exercised) would have a value of $356,250,000. However, the valuation ascribed to the Blade business and EIC Class A common stock issued as Merger Consideration may not be indicative of the price that will prevail in the trading market following the business combination and the trading price of EIC Class A common stock may fluctuate substantially and may be lower than the reference price. As a result, Blade stockholders cannot be sure of the value of the shares of EIC Class A common stock they will receive.

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In connection with the Merger Agreement: (a) EIC entered into the Sponsor Letter Agreement, pursuant to which the Sponsor has agreed to, among other things, vote its shares in favor of the business combination proposal and the other proposals included in the accompanying proxy statement/prospectus/consent solicitation statement; and (b) certain Blade stockholders that collectively hold 58.83% of the issued and outstanding shares of Blade Preferred Stock and 56.36% of the issued and outstanding shares of Blade Stock delivered Support Agreements pursuant to which such Blade

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stockholders agreed to irrevocably and unconditionally execute a written consent in respect of such shares of Blade Stock held by such Blade stockholders to adopt and approve the Merger Agreement.

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Pursuant to the PIPE Subscription Agreements, EIC has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to buy from EIC 12,500,000 shares of EIC Class A common stock at a purchase price of $10.00 per share for an aggregate commitment of $125,000,000. The PIPE Investment is conditioned upon, among other conditions, and will be consummated concurrently with, the closing of the Merger.

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It is anticipated that, upon completion of the business combination: (a) EIC’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 33.3% in the post-combination company; (b) the PIPE Investors (other than the Sponsor and its affiliates) will own approximately 12.7% of the post-combination company; (c) the Sponsor (and its affiliates) will own approximately 10.8% of the post-combination company; and (d) current holders of Blade Stock and Blade Options will collectively own approximately 43.2% of the post-combination company (excluding shares purchased by current Blade stockholders in the PIPE Investment). These levels of ownership interest: (i) exclude the impact of the shares of EIC Class A common stock underlying the warrants and those reserved for issuance under the Incentive Plan and (ii) assume that no EIC public stockholder exercises redemption rights with respect to its public shares for a pro rata portion of the funds in EIC’s trust account and that 35,625,000 shares of EIC Class A common stock are issued as Merger Consideration and are outstanding as of the closing of the Merger (which assumes all EIC Options have been exercised and the payment of the exercise price for such EIC Options is net settled).

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EIC management and the Board considered various factors in determining whether to approve the Merger Agreement and the Transactions, including the Merger. For more information about the reasons that the Board considered in determining its recommendation, please see the section entitled “The Merger — EIC’s Board of Directors’ Reasons for the Approval of the Transactions.” When you consider the Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the business combination that are different from, or in addition to, the interests of EIC stockholders generally. Please see the section entitled “The Merger — Interests of Certain Persons in the Business Combination” for additional information. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the EIC stockholders that they vote “FOR” the proposals presented at the special meeting.

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At the special meeting, EIC’s stockholders will be asked to consider and vote on the following proposals:

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a proposal to approve the business combination described in this proxy statement/prospectus/consent solicitation statement, including adopting the Merger Agreement and the Transactions described in this proxy statement/prospectus/consent solicitation statement. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal”;

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a proposal to approve and adopt the second amended and restated certificate of incorporation of EIC. Please see the section entitled “Proposal No. 2 — The Charter Proposal”;

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a proposal to vote upon, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with requirements of the SEC. Please see the section entitled “Proposal No. 3 — The Governance Proposal”;

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a proposal to approve and adopt the 2021 Omnibus Incentive Plan (the “Incentive Plan”) and the material terms thereunder, including the authorization of the initial share reserve thereunder. Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal”;

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a proposal to elect seven (7) directors to serve staggered terms on the Board until immediately following the annual meeting of EIC stockholders for the calendar year ended December 31, 2021, 2022 and 2023, as applicable, and until their respective successors are duly elected and qualified. Please see the section entitled “Proposal No. 5 — The Director Election Proposal”;

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a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Rules 5635(a), (b) and (d), the issuance of (a) more than 20% of EIC’s issued and outstanding shares of common stock in connection with the Transactions, including, without limitation, the Merger Consideration and the PIPE Investment (as described below), and the issuance of more than 20% of EIC’s issued and outstanding shares to a single holder (which may constitute a change of control under the Nasdaq Rules) and (b) shares of EIC Class A common stock to a director, officer or Substantial Shareholder (as defined by Nasdaq Rule 5635(e)(3)) in connection with the Transactions. Please see the section entitled “Proposal No. 6 — The Nasdaq Proposal”; and

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a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal. Please see the section entitled “Proposal No. 7 — The Adjournment Proposal.”

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Upon consummation of the Transactions, the Board anticipates each Class I director will have a term that expires immediately following EIC’s annual meeting of stockholders for the calendar year ended December 31, 2021, each Class II director will have a term that expires immediately following EIC’s annual meeting of stockholders for the calendar year ended December 31, 2022 and each Class III director will have a term that expires immediately following EIC’s annual meeting of stockholders for the calendar year ended December 31, 2023, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. Please see the sections entitled “Proposal No. 5 — The Director Election Proposal” and “Management After the Business Combination” for additional information.

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QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this proxy statement/prospectus/consent solicitation statement and only briefly address some commonly asked questions, which are grouped into the following three categories: (a) Questions and Answers About the Proposed Business Combination; (b) Questions and Answers About the Special Meeting and the Proposals to be Presented at the Special Meeting; and (c) Questions and Answers About the Blade Consent Solicitation. The following questions and answers do not include all the information that is important to you. EIC and Blade stockholders are urged to read carefully this entire proxy statement/prospectus/consent solicitation statement, including the Annexes and the other documents referred to herein, to fully understand the proposed business combination, the voting procedures for the special meeting and the procedures for the consent solicitation.

Questions and Answers About the Proposed Business Combination

Why am I receiving this proxy statement/prospectus/consent solicitation statement?

EIC and Blade have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus/consent solicitation statement. A copy of the Merger Agreement is attached hereto as Annex A, and EIC and Blade encourage their stockholders to read it in its entirety.

This document constitutes a proxy statement of EIC, a prospectus of EIC and a consent solicitation statement of Blade.

This document is a proxy statement because the Board is soliciting from EIC stockholders proxies for the special meeting using this proxy statement/prospectus/consent solicitation statement. At the special meeting, EIC’s stockholders are being asked to consider and vote upon, among other proposals set forth herein, a proposal to adopt the Merger Agreement and the Transactions, which, among other things, includes provisions for a business combination between Blade and EIC pursuant to the proposed merger of Merger Sub with and into Blade, with Blade continuing as the surviving entity. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

This document is a prospectus because EIC, in connection with the Merger, is offering 35,625,000 shares of EIC Class A common stock (which amount assumes all of the EIC Options are net exercised) as Merger Consideration. The valuation of the Merger Consideration will fluctuate based on the trading price of EIC’s Class A common stock. As a result, Blade stockholders cannot be sure of the value of the shares of EIC Class A common stock they will receive.

This document is a consent solicitation statement because the Blade board of directors is soliciting written consents from Blade stockholders to adopt the Merger Agreement and approve the Transactions, including the Merger. For more information about the Blade consent solicitation, see “Questions and Answers About the Blade Consent Solicitation” below.

This proxy statement/prospectus/consent solicitation statement and its Annexes contain important information about the proposed business combination and the other matters to be acted upon at the special meeting. You should read this proxy statement/prospectus/consent solicitation statement and its Annexes carefully and in their entirety. Your vote (in the case of EIC stockholders) or consent (in the case of Blade stockholders) is important. You are encouraged to submit your proxy or consent, as applicable, as soon as possible after carefully reviewing this proxy statement/prospectus/consent solicitation statement and its Annexes.

Why is EIC proposing the business combination?

EIC was formed solely for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

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Simultaneously with the consummation of the EIC IPO, EIC consummated the private placement of 5,000,000 Private Placement Warrants at a price of $1.50 per warrant, generating total proceeds of $7,500,000. Since the EIC IPO, EIC’s activity has been limited to the evaluation of business combination candidates.

Based on its due diligence investigations of Blade and the industry in which it operates, including the financial and other information provided by Blade in the course of their negotiations in connection with the Merger Agreement, EIC believes that Blade is positioned for a leadership position in air mobility with a significant total addressable market and growth expansion opportunities and strong management team that will benefit from the consummation of the Transactions and infusion of additional capital improving Blade’s ability to grow.

As a result, EIC believes that a business combination with Blade will provide EIC’s stockholders with an opportunity to participate in the ownership of a company with significant growth potential. Please see the section entitled “The Merger — EIC’s Board of Directors’ Reasons for Approval of the Transactions.”

What will happen in the business combination?

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, EIC will acquire Blade through the merger of Merger Sub with and into Blade, with Blade continuing as the surviving entity, which merger we refer to as the “Merger.”

As a result of the Merger, EIC will own 100% of the outstanding common stock of Blade and each share of Blade Common Stock and Blade Preferred Stock will be cancelled and automatically converted into the right to receive a portion of the Share Consideration (Share Consideration issued in respect of Blade Restricted Shares will be subject to the same restrictions as in effect immediately prior to the effective time of the Merger). In addition, each Blade Option that is outstanding immediately prior to the effective time of the Merger, whether vested or unvested, will be assumed by EIC and automatically converted into an EIC Option. For more information, see “The Merger” and “The Merger Agreement — Treatment of Blade Securities.”

We also use the term “business combination” in this proxy statement/prospectus/consent solicitation statement to refer to the combination of Blade and EIC into a single business.

Following the business combination, will EIC’s securities continue to trade on a stock exchange?

Yes. We intend to apply to continue the listing of the EIC Class A common stock and Public Warrants on Nasdaq. In connection with the business combination, EIC will change its name to Blade Air Mobility, Inc. and the EIC Class A common stock and Public Warrants will begin trading on the Nasdaq under the symbols “BLDE” and “BLDEW” respectively. As a result, our publicly traded units will separate into the component securities upon consummation of the business combination and will no longer trade as a separate security.

How will the business combination impact the shares of EIC outstanding after the business combination?

As a result of the business combination and the consummation of the Transactions, including, without limitation, the PIPE Investment, the amount of EIC Class A common stock outstanding will increase by approximately 140% to approximately 82,500,000 shares of EIC Class A common stock (assuming that no shares of EIC Class A common stock are elected to be redeemed by EIC stockholders and the other assumptions described under “Unaudited Pro Forma Condensed Combined Financial Information”). Additional shares of EIC Class A common stock may be issuable in the future as a result of the issuance of additional shares that are not currently outstanding, including issuance of shares of EIC Class A common stock upon exercise of the warrants and issuances under the Incentive Plan. The issuance and sale of such shares in the public market could adversely impact the market price of the EIC Class A common stock, even if our business is doing well. Pursuant to the Incentive Plan, a copy of which is attached hereto as Annex E, following the closing of the business combination and subject to

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the approval of the applicable award agreements by the post-combination Board, EIC may grant an aggregate amount of up to 8,250,000 additional shares of EIC Class A common stock (subject to annual increases).

Will the management of Blade change in the business combination?

We anticipate that all of the executive officers of Blade will remain with the post-combination company. In addition, Eric Affeldt (Chairman), Jane Garvey, Kenneth Lerer, Susan Lyne, Edward Philip, Robert Wiesenthal and David Zaslav will each be nominated to serve as directors of EIC following completion of the business combination. Please see the sections entitled “Proposal No. 5 — The Director Election Proposal” and “Management After the Business Combination” for additional information.

What equity stake will current stockholders of Blade, the PIPE Investors, EIC’s Public Stockholders and the Sponsor hold in the post-combination company after the Closing?

Based on the Merger Consideration of 35,625,000 shares of EIC Class A common stock in the aggregate and 34,375,000 shares of EIC’s common stock outstanding as of the date hereof, upon completion of Transactions it is expected that: (i) EIC’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 33.3% in the post-combination company; (ii) the PIPE Investors (other than the Sponsor and its affiliates) will own approximately 12.7% of the post-combination company; (iii) the Sponsor (and its affiliates) will own approximately 10.8% of the post-combination company; and (iv) current holders of Blade Stock and Blade Options will collectively own approximately 43.2% of the post-combination company (excluding shares purchased by current Blade stockholders in the PIPE Investment). These levels of ownership interest: (a) exclude the impact of the shares of EIC Class A common stock underlying the warrants and those reserved for issuance under the Incentive Plan, and (b) assume that no EIC public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the trust account and that 35,625,000 shares of EIC Class A common stock are issued as Merger Consideration and are outstanding as of the closing of the Merger (which assumes all EIC Options have been exercised and the payment of the exercise price for such EIC Options is net settled).

For more information, please see the sections entitled “Summary — Impact of the Business Combination on the Post-Combination Company’s Public Float,” “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal No. 4 — The Incentive Plan Proposal.”

Will EIC obtain new financing in connection with the Transactions?

Yes. EIC has entered into subscription agreements with the PIPE Investors, pursuant to which EIC has agreed to issue and sell to the PIPE Investors and the PIPE Investors have agreed to purchase from EIC 12,500,000 shares of EIC Class A common stock at a purchase price per share of $10.00 and an aggregate purchase price of $125,000,000. As part of the PIPE Investment, Steele ExpCo, the managing member of the Sponsor, has committed to purchase 2,005,000 shares of EIC Class A common stock for $20,050,000. Based on the closing price per share of EIC Class A common stock on April 1, 2021, the shares of EIC Class A common stock to be purchased by Steele ExpCo as part of the PIPE Investment had an aggregate market value of approximately $21.1 million. Please see the section entitled “The Merger — Sources and Uses for the Business Combination.”

What conditions must be satisfied to complete the business combination?

There are a number of closing conditions in the Merger Agreement, including the approval by the stockholders of EIC of the business combination proposal, the Nasdaq proposal, the charter proposal and the incentive plan proposal. In addition, Blade’s stockholders must adopt the Merger Agreement and thereby approve the Transactions, including the Merger. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, please see the section entitled “The Merger Agreement — Conditions to the Closing of the Merger.”

Are there any arrangements to help ensure that EIC will have sufficient funds, together with the proceeds in its trust account and from the PIPE Investment, to consummate the Transactions?

While the Merger Consideration consists entirely of securities of EIC, the Merger Agreement provides

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that the consummation of the Transactions is conditioned upon, among other things, (a) after taking into account the PIPE Investment and after giving effect to exercise by the holders of the public shares of their right to redeem their shares of EIC Class A common stock into their pro rata share of the trust account in accordance with EIC’s certificate of incorporation, immediately prior to Closing and without giving effect to any of the other Transactions (and without deducting expenses related to the Transactions that are to be paid at or after Closing), EIC having, on a consolidated basis, at least $100,000,000 in cash and cash equivalents and (b) immediately following Closing and after giving effect to all of the other Transactions (including the payment of expenses related to the Transactions that are to be paid at or after Closing), EIC having at least $5,000,001 of Net Tangible Assets.

Assuming the PIPE Investment is funded in accordance with the terms of the PIPE Subscription Agreements, EIC will have sufficient cash and cash equivalents immediately prior to Closing and sufficient net tangible assets as of Closing to meet the above conditions even if all public shares eligible for redemption are properly tendered for redemption by the holders thereof in connection with the Transactions.

Please see the section entitled “The Merger — Sources and Uses for the Business Combination.”

When do you expect the business combination to be completed?

It is currently anticipated that the business combination will be consummated promptly following the EIC special meeting which is set for May 5, 2021, subject to the satisfaction of customary closing conditions; however, such meeting could be adjourned, as described herein. For a description of the conditions to the completion of the business combination, please see the section entitled “The Merger Agreement — Conditions to the Closing of the Merger.”

What happens if either EIC or Blade elects not to complete the business combination?

Pursuant to the terms of the Merger Agreement, either EIC or Blade may choose not to complete the business combination under certain circumstances. Such circumstances include the enactment of a final, non-appealable law or order that enjoins the Transactions and the failure to obtain requisite shareholder approvals, among others. There is no termination fee associated with such termination in accordance with the terms of the Merger Agreement.

For a description of the terms of termination under the Merger Agreement, please see the section entitled “The Merger Agreement — Termination.”

What do I need to do now?

EIC urges you to read carefully and consider the information contained in this proxy statement/prospectus/consent solicitation statement, including the Annexes, and to consider how the business combination will affect you as a stockholder and/or warrant holder of EIC. EIC stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus/consent solicitation statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or other nominee.

Questions and Answers About the Special Meeting and the Proposals to be Presented at the Special Meeting

When and where is the Special Meeting?

The special meeting will be held via live webcast on May 5, 2021 at 10:00 a.m. (New York City time). The special meeting can be accessed by visiting https://web.lumiagm.com/230208333 where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

What are the proposals on which I am being asked to vote at the special meeting?

The stockholders of EIC will be asked to consider and vote on the following proposals at the special meeting:

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a proposal to approve the business combination described in this proxy statement/prospectus/consent solicitation statement, including adopting the Merger Agreement and approving the Transactions described in this proxy statement/prospectus/consent solicitation statement. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal”;

a proposal to approve and adopt the second amended and restated certificate of incorporation of EIC. Please see the section entitled “Proposal No. 2 — The Charter Proposal”;

a proposal to vote upon, on a non-binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately, in accordance with the requirements of the SEC. Please see the section entitled “Proposal No. 3 — The Governance Proposal”;

a proposal to approve and adopt the Incentive Plan and the material terms thereunder, including the authorization of the initial share reserve thereunder. Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal”;

a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Rules 5635(a), (b) and (d), the issuance of (a) more than 20% of EIC’s issued and outstanding shares of common stock in connection with the Transactions, including, without limitation, the Merger Consideration and the PIPE Investment, and the issuance of more than 20% of EIC’s issued and outstanding shares to a single holder (which may constitute a change of control under the Nasdaq Rules) and (b) shares of EIC Class A common stock to a director, officer or Substantial Shareholder (as defined by Nasdaq Rule 5635(e)(3)) in connection with the Transactions. Please see the section entitled “Proposal No. 6 — The Nasdaq Proposal”; and

EIC will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus/consent solicitation statement contains important information about the proposed business combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

The vote of EIC’s stockholders is important. EIC stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus/consent solicitation statement.

Why is EIC providing stockholders with the opportunity to vote on the business combination?

Under EIC’s current certificate of incorporation, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, including those described under “Proposal No. 6 — The Nasdaq Proposal,” we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the business combination proposal in order to allow our public

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stockholders to effectuate redemptions of their public shares in connection with the closing of the business combination.

What constitutes a quorum at the special meeting?

A majority of the voting power of all issued and outstanding shares of EIC’s common stock entitled to vote as of the record date at the special meeting must be present via the virtual meeting platform, or represented by proxy, at the special meeting to constitute a quorum and in order to conduct business at the special meeting. Abstentions will be counted as present for the purpose of determining a quorum. As of the record date for the special meeting, 17,187,501 shares of our common stock would be required to be present at the special meeting to achieve a quorum.

The Sponsor and EIC’s officers and directors will count toward this quorum and have agreed to vote the Founder Shares and any public shares purchased during or after the EIC IPO in favor of the business combination proposal (and the other proposals included in this proxy statement/prospectus/consent solicitation statement).

What vote is required to approve the proposals presented at the special meeting?

The approval of each of the business combination proposal, the governance proposal (which is a non-binding advisory vote), the incentive plan proposal, the Nasdaq proposal and the adjournment proposal require the affirmative vote of a majority of the votes cast by holders of EIC’s outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the special meeting. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the business combination proposal, the governance proposal, the incentive plan proposal, the Nasdaq proposal or the adjournment proposal will have no effect on such proposals.

The approval of the charter proposal requires the affirmative vote of holders of a majority of EIC’s outstanding shares of common stock entitled to vote thereon at the special meeting. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “AGAINST” such proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of EIC’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the seven (7) director nominees who receive the most affirmative votes will be elected. EIC stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on such proposal.

Our Sponsor has agreed to vote the Founder Shares in favor of the business combination proposal and the other proposals to be presented at the special meeting. The Sponsor owns 20% of our outstanding shares of common stock. Accordingly, if all of our outstanding shares of common stock were to be voted at the special meeting, we would need the affirmative vote of approximately 38% of the remaining shares of our outstanding common stock to approve the business combination proposal.

How many votes do I have at the special meeting?

EIC stockholders are entitled to one vote on each proposal presented at the special meeting for each share of common stock held of record as of March 17, 2021, the record date for the special meeting. As of 5:00 p.m. (New York City time) on the record date, there were 34,375,000 outstanding shares of our common stock.

What happens if I sell my shares of EIC Class A common stock before the special meeting?

The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of EIC Class A common stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek

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redemption of your shares of EIC Class A common stock because you will no longer be able to deliver them for cancellation upon consummation of the business combination. If you transfer your shares of EIC Class A common stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in our trust account.

Why is EIC proposing the governance proposal?

As required by applicable SEC guidance, EIC is requesting that its stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain governance provisions contained in the second amended and restated certificate of incorporation that materially affect stockholder rights. This separate vote is not otherwise required by Delaware law separate and apart from the charter proposal, but pursuant to SEC guidance, EIC is required to submit these provisions to its stockholders separately for approval. However, the stockholder vote regarding this proposal is an advisory vote, and is not binding on EIC or the Board (separate and apart from the approval of the charter proposal). Furthermore, the business combination is not conditioned on the separate approval of the governance proposal (separate and apart from approval of the charter proposal). Please see the section entitled “Proposal No. 3 — The Governance Proposal.”

Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the business combination?

The Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the business combination with Blade. The officers and directors of EIC have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds together with the experience and sector expertise of EIC’s financial and other advisors, as well as having consulted with a leading consulting firm regarding Blade’s market opportunities and competitive landscape, including the growth and strategic plan of Blade, enabled them to perform the necessary analyses and make determinations regarding the Transactions. In addition, EIC’s officers and directors and EIC’s advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the Board in valuing Blade’s business, and assuming the risk that the Board may not have properly valued such business.

Does the Sponsor and/or any of the EIC directors or officers have interests in the business combination proposal and the other proposals that may differ from or be in addition to the interests of EIC’s stockholders?

The Sponsor, EIC’s executive officers and directors may have interests in the business combination proposal and the other proposals that may be different from, or in addition to, the interests of EIC’s stockholders generally. These interests may cause the Sponsor and the directors and executive officers of EIC to view the business combination proposal and the other proposals differently than EIC’s stockholders generally may view them. The Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and the Merger, and in recommending that the business combination proposal and other proposals be approved by EIC’s stockholders. For more information on the interests of the Sponsor and/or EIC’s directors and executive officers in the Merger, see “The Merger — Interests of Certain Persons in the Business Combination.”

Do I have redemption rights?

If you are a holder of public shares, you have the right to demand that EIC redeem such shares for a pro rata portion of the cash held in EIC’s trust account regardless of whether you vote or vote “FOR” or “AGAINST” the business combination proposal. EIC sometimes refers to these rights to demand redemption of the public shares as “redemption rights.”

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% held by a public stockholder, together with

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any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Under EIC’s current certificate of incorporation, the business combination may be consummated only if EIC has at least $5,000,001 of Net Tangible Assets.

How do I exercise my redemption rights?

If you are a holder of public shares and wish to exercise your redemption rights, no later than 5:00 p.m. (New York City time) on May 3, 2021 (two (2) business days prior to the date of the special meeting), you must:

(i)

submit a written request to EIC’s transfer agent that EIC redeem your public shares for cash,

(ii)

certify in such demand for redemption that you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act), and

(iii)

deliver such public shares to EIC’s transfer agent (physically or electronically using the Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system).

Holders of units must elect to separate the underlying public shares and Public Warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact EIC’s transfer agent directly and instruct them to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote “FOR” the business combination proposal.

Any holder of public shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the funds held in the trust account (which, for illustrative purposes, was approximately $276.9 million (or $10.07 per share) as of March 17, 2021, the record date for the special meeting). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the business combination. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of EIC’s public stockholders exercising redemption rights, regardless of whether such holders vote “FOR” or “AGAINST” the business combination proposal.

Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the business combination proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to 5:00 p.m. (New York City time) on May 3, 2021. If you deliver your shares for redemption to EIC’s transfer agent and later decide not to elect redemption, you may request that EIC’s transfer agent return the shares (physically or electronically). You may make such request by contacting EIC’s transfer agent at the address listed at the end of this section and must do so no later than 5:00 p.m. (New York City time) on May 3, 2021.

Any corrected or changed proxy card must be received by EIC’s transfer agent prior to the vote taken on the business combination proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the special meeting.

If demand is properly made as described above, then, if the business combination is consummated, EIC will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your shares of EIC Class A common stock for cash.

Do I have appraisal rights if I object to the proposed business combination?

No. Neither EIC stockholders nor its unit or warrant holders have appraisal rights in connection with the business combination under the DGCL. Please see the section entitled “Special Meeting of EIC Stockholders — Appraisal Rights.”

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What happens to the funds deposited in the trust account after consummation of the business combination?

The net proceeds of the EIC IPO, a total of $275,000,000, were placed in the trust account immediately following the EIC IPO. After consummation of the business combination, the funds in the trust account will be used to pay holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the business combination (including aggregate fees of up to $9,625,000 as deferred underwriting commissions) and to fund future growth of the post-combination company. Please see the section entitled “The Merger — Sources and Uses for the Business Combination.”

What happens if a substantial number of public stockholders vote in favor of the business combination proposal and exercise their redemption rights?

EIC’s public stockholders may vote in favor of the business combination and still exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders. In the event a substantial number of public stockholders vote in favor of the business combination proposal and exercise their redemption rights, fewer funds in the trust account will be available to the post-combination company to fund future growth.

What happens if the business combination is not consummated?

If EIC does not complete the business combination with Blade for whatever reason, EIC would search for another target business with which to complete a business combination. If EIC does not complete a business combination with Blade or another target business by September 17, 2021 (the end of the completion window), EIC must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the trust account divided by the number of outstanding public shares. The Sponsor has no redemption rights in the event a business combination is not effected in the completion window, and, accordingly, the Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to EIC’s outstanding warrants. Accordingly, the warrants will be worthless.

How does the Sponsor intend to vote on the proposals?

The Sponsor owns of record and is entitled to vote an aggregate of 6,875,000 shares (or 20.0%) of EIC’s common stock as of the record date. None of EIC’s directors and officers own any public shares as of the date hereof. The Sponsor and EIC’s officers and directors have agreed to vote any Founder Shares and any public shares held by them as of the record date in favor of the Transactions. The Sponsor and EIC’s officers and directors may have interests in the business combination that may conflict with your interests as a stockholder. Please see the sections entitled “Summary — Interests of Certain Persons in the Business Combination” and “The Merger — Interests of Certain Persons in the Business Combination.”

How do I vote?

The special meeting will be held via live webcast at 10:00 a.m. (New York City time) on May 5, 2021. The special meeting can be accessed by visiting https://web.lumiagm.com/230208333 where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

If you are a holder of record of EIC common stock on March 17, 2021, the record date for the special meeting, you may vote at the special meeting via the virtual meeting platform or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote, obtain a proxy from your broker, bank or nominee.

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If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the proposals presented to the stockholders at the special meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. If you do not provide instructions with your proxy, your broker, bank or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

How will a broker non-vote impact the results of each proposal?

Broker non-votes will count as a vote “AGAINST” the charter proposal but will not have any effect on the outcome of any other proposals.

May I change my vote after I have mailed my signed proxy card?

Yes. Stockholders of record may send a later-dated, signed proxy card to EIC’s transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the special meeting or attend the special meeting and vote. Stockholders also may revoke their proxy by sending a notice of revocation to EIC’s transfer agent, which must be received prior to the vote at the special meeting.

What happens if I fail to take any action with respect to the special meeting?

If you fail to take any action with respect to the special meeting and the business combination is approved by stockholders, the business combination will be consummated in accordance with the terms of the Merger Agreement. In addition, failure to vote either “FOR” or “AGAINST” the business combination proposal means you will not have any redemption rights in connection with the business combination to exchange your shares of common stock for a pro rata share of the funds held in EIC’s trust account. If you fail to take any action with respect to the special meeting and the business combination is not approved, we will not consummate the business combination.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the special meeting.

What should I do if I receive more than one set of voting materials?

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus/consent solicitation statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your EIC shares.

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Who can help answer my questions?

If you have questions about the proposals to be voted on at the Special Meeting or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

To obtain timely delivery, EIC stockholders must request any additional materials no later than five business days prior to the special meeting. You may also obtain additional information about EIC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your stock (either physically or electronically) to EIC’s transfer agent at the address below prior to 5:00 p.m. (New York City time) on May 3, 2021. See the section entitled “The Merger — Redemption Rights for EIC Stockholders.”

If you have questions regarding the certification of your position or delivery of your stock, please contact:

American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Attention: AST Shareholder Services
(800) 937 5449
Email: Info@astfinancial.com

Questions and Answers About the Blade Consent Solicitation

Who is entitled to give a written consent for Blade?

The Blade board of directors (the “Blade Board”) has set March 26, 2021 as the record date (the “Blade record date”) for determining Blade stockholders entitled to sign and deliver written consents with respect to this consent solicitation. Holders of outstanding shares of Blade Common Stock or Blade Preferred Stock as of 5:00 p.m. (New York City time) on the Blade record date will be entitled to give a consent using the form of written consent to be furnished to them.

What approval is required by the holders of Blade Stock to adopt the Merger Agreement?

The Merger cannot be completed unless Blade stockholders adopt the Merger Agreement and thereby approve the Transactions, including the Merger. The adoption of the Merger Agreement and the approval of the Merger requires the approval of (i) the holders of a majority of the issued and outstanding shares of Blade Common Stock and Blade Preferred Stock (on an as-converted-to-Blade Common Stock basis) as of the Blade record date, voting as a single class and (ii) the holders of a majority of the issued and outstanding shares of Blade Preferred Stock, as of the Blade record date, voting as a separate class (together, the “Blade Merger Approval”).

Did the Blade Board approve the business combination and the Merger Agreement?

Yes. After consideration, the Blade Board unanimously approved and declared that the Merger Agreement and the business combination are advisable, fair to and in the best interests of Blade and Blade’s stockholders and recommends that Blade stockholders adopt the Merger Agreement and approve the Merger and the other Transactions. See the section entitled “Blade’s Solicitation of Written Consents — Recommendation of the Blade Board of Directors” of this consent solicitation.

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Did the Blade Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Merger?

The Blade Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Merger. The members of the Blade Board have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that its experience and backgrounds, together with the assistance of management and Blade’s financial advisor (Credit Suisse Securities (USA) LLC), enable the Blade Board to make the necessary analysis and determinations regarding the Merger. In addition, Blade’s advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the Blade Board and management team (after consultation with advisors) in valuing the Merger in the context of that collective experience.

Do any of the Blade directors or officers have interests in the Merger that may differ from or be in addition to the interests of Blade’s stockholders?

Blade’s executive officers and certain non-employee directors may have interests in the Merger that may be different from, or in addition to, the interests of Blade’s stockholders generally. These interests may cause the directors and executive officers of Blade to view the Merger differently than Blade’s stockholders generally may view them. The Blade Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and the Merger, and in recommending that the Merger Agreement and the Merger be approved by Blade’s stockholders. For more information on the interests of Blade’s directors and executive officers in the Merger, see “The Merger — Interests of Certain Persons in the Business Combination.”

I am an employee of Blade who holds equity awards of Blade. How will my equity awards be treated in the Merger?

As described in more detail in “The Merger Agreement — Treatment of Blade Securities,” at the effective time of the Merger:

•

The Merger will automatically cause the vesting of all Blade Options that were granted before December 14, 2020; provided that, to the extent (if at all) necessary to avoid an excise tax under Code Section 4999 or lost deductibility under Code Section 280G, certain vesting will be subject to approval of Blade’s stockholders.

•

Each Blade Option that is outstanding immediately prior to the effective time of the Merger will be assumed by EIC and automatically converted into an EIC Option equal to the product of (1) the number of shares of Blade Common Stock that were issuable upon exercise of such Blade Option immediately prior to the effective time of the Merger multiplied by (2) the Closing Per Share Stock Consideration (as defined in the Merger Agreement) (rounded down to the nearest whole number of shares of EIC Class A common stock, with no cash being payable for any fractional share eliminated by such rounding), at an exercise price per share of EIC Class A common stock equal to the quotient obtained by dividing the exercise price per share of Blade Common Stock under such Blade Option immediately prior to the effective time of the Merger by the Closing Per Share Stock Consideration (as defined in the Merger Agreement) (rounded up to the nearest whole cent); and

•

Each Blade Restricted Share that is outstanding immediately prior to the effective time of the Merger will be assumed and automatically converted into the right to receive a number of shares of EIC Class A common stock calculated pursuant to the Merger Agreement. Such shares of EIC Class A common stock will be subject to the same restrictions as in effect immediately prior to the effective time of the Merger (such restrictions are set forth in the applicable award agreement and the plan documents).

How can I return my written consent?

If you hold shares of Blade Common Stock or Blade Preferred Stock as of 5:00 p.m. (New York City time) on the Blade record date and you wish to submit your consent, you must fill out the written consent to be furnished to you, date and sign it, and promptly return it to Blade. Once you have completed,

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dated and signed your written consent, deliver it to Blade by faxing your written consent to Blade, Attention: General Counsel, at (212) 967-1009 by emailing a .pdf copy of your written consent to investors@flyblade.com or by mailing your written consent to Blade at 31 Hudson Yards 11th Floor, New York, NY 10001.

Blade does not intend to hold a stockholders’ meeting to consider the Merger and, unless Blade decides to hold a stockholders’ meeting for such purposes, you will be unable to vote in person by attending a stockholders’ meeting.

What is the deadline for returning my written consent?

The Blade Board has set 5:00 p.m. (New York City time) on April 19, 2021 as the targeted final date for the receipt of written consents. Blade reserves the right to extend the final date for the receipt of written consents beyond April 19, 2021. Any such extension may be made without notice to Blade stockholders.

Under the Merger Agreement, Blade has agreed to use its reasonable best efforts to obtain the Blade Merger Approval by the date that is ten (10) business days after this proxy statement/prospectus/consent solicitation statement is declared effective by the SEC. Your prompt return of the written consent is important.

What happens if I do not return my written consent?

If you hold shares of Blade as of 5:00 p.m. (New York City time) on the Blade record date and you do not return your written consent, it will have the same effect as a vote “AGAINST” the Merger, the Merger Agreement and the Transactions.

However, on December 14, 2020, certain Blade stockholders that collectively hold 58.83% of the issued and outstanding shares of Blade Preferred Stock and 56.36% of the issued and outstanding shares of Blade Stock as of such date delivered Support Agreements pursuant to which such Blade stockholders agreed to irrevocably and unconditionally execute a written consent in respect of such shares of Blade Stock held by such Blade stockholders to adopt and approve the Merger Agreement. Each such Blade stockholder obligated to deliver its written consent within ten (10) business days after this proxy statement/prospectus/consent solicitation statement is declared effective by the SEC. The obligations of the Blade stockholders that are party to the Support Agreements apply whether or not the Merger or any other action described in the Support Agreements is recommended by the Blade board of directors or the Blade board of directors has withdrawn or modified its recommendation that Blade stockholders adopt the Merger Agreement and approve the Merger and the other Transactions. For more information on the Support Agreements, see the section entitled “Blade’s Solicitation of Written Consents — Support Agreements.”

Therefore, a failure of any other Blade stockholder to deliver a written consent is not expected to have any effect on the approval of the Merger, the Merger Agreement and the Transactions.

Can I dissent and require appraisal of my shares of Blade Common Stock or Blade Preferred Stock?

Holders of Blade Stock who (i) do not consent to the adoption of the Merger Agreement, (ii) follow the procedures set forth in Section 262 of the DGCL (including making a written demand of appraisal to Blade within 20 days after the date of mailing of the notice of appraisal rights) and (iii) have not otherwise waived the appraisal rights, will be entitled, under Section 262 of the DGCL, to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid on the amount determined to be “fair value.” The “fair value” of their shares as so determined could be more than, the same as or less than the consideration payable pursuant to the Merger Agreement. Failure to follow the procedures specified under Section 262 of the DGCL may result in the loss of appraisal rights. See “Appraisal Rights” herein and Section 262 of the DGCL attached as Annex I. However, pursuant to the Blade Amended and Restated Voting Agreement, Blade stockholders parties thereto have agreed to, among other things, refrain from exercising any dissenters’ or appraisal rights with respect to any such approved “Change of Control Transaction”

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under applicable law, including the DGCL, and to vote all shares that are owned or controlled by the Blade stockholders in favor of any such approved Change of Control Transaction.

The Merger has been approved by the Blade Board. If it is approved by the holders of a majority of outstanding shares of Blade Preferred Stock and a majority-in-interest of the Blade founders in compliance with the Blade Amended and Restated Voting Agreement, and assuming that the Blade stockholders will own less than a majority of the outstanding shares of stock of EIC after the closing of the Transactions, the Merger will constitute a “Change of Control Transaction” under the Blade Amended and Restated Voting Agreement. Holders of at least a majority of outstanding shares of Blade Preferred Stock and a majority-in-interest of the Blade founders have committed to vote in favor of the Merger pursuant to the Support Agreements.

Can I change or revoke my written consent?

Yes. You may change or revoke your consent to the proposal at any time before 5:00 p.m. (New York City time) on April 19, 2021; however, such change or revocation is not expected to have any effect, as the delivery of the written consents contemplated by the Support Agreements will constitute the Blade Merger Approval at the time of such delivery. If you wish to change or revoke your consent before April 19, 2021 you may do so by sending in a new written consent with a later date by one of the means described in the section entitled “Blade’s Solicitation of Written Consents — Executing Consents; Revocation of Consents.”

What are the material United States federal income tax consequences of the Merger to Blade stockholders?

Blade and EIC intend the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes. If the Merger so qualifies, Blade stockholders generally should not recognize gain or loss for U.S. federal income tax purposes on the receipt of shares of EIC Class A common stock issued in connection with the Merger (other than in respect of cash received in lieu of fractional shares, if any). Each Blade stockholder who receives cash in lieu of a fractional share of EIC Class A common stock should generally recognize capital gain or loss in an amount equal to the difference between the amount of cash received in lieu of such fractional share and the stockholder’s tax basis allocable to such fractional share.

The obligations of Blade and EIC to complete the Merger are not conditioned on the receipt of opinions from Simpson Thacher & Bartlett LLP (counsel to EIC), Proskauer Rose LLP (counsel to Blade), or any other U.S. tax counsel to the effect that the Merger will qualify as a reorganization for U.S. federal income tax purposes. If the Merger does not qualify as a reorganization, it will be treated as a taxable stock sale and each Blade stockholder will generally recognize capital gain or loss, for U.S. federal income tax purposes, on the receipt of EIC Class A common stock issued to such Blade stockholder and on any cash received in lieu of fractional shares in connection with the Merger.

For a more detailed discussion of the material U.S. federal income tax consequences of the Merger, see “The Merger — Material U.S. Federal Income Tax Consequences of the Business Combination.”

The consequences of the Merger to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the Merger, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Should Blade stockholders send in their stock certificates now?

No. Blade stockholders SHOULD NOT send in any stock certificates now. If the Merger Agreement is adopted and the Merger is consummated, transmittal materials, with instructions for their completion, will be provided under separate cover to Blade stockholders who hold physical stock certificates and the stock certificates should be sent at that time in accordance with such instructions.

Whom should I contact if I have any questions about the Blade consent solicitation?

If you have any questions about the Merger or how to return your written consent, or if you need additional copies of this consent solicitation statement or a replacement written consent, you should contact investors@flyblade.com.

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus/consent solicitation statement and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting, including the business combination proposal, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement/prospectus/consent solicitation statement. The Merger Agreement is the legal document that governs the transactions that will be undertaken in connection with the business combination. It is also described in detail in this proxy statement/prospectus/consent solicitation statement in the section entitled “The Merger Agreement.”

The Parties

EIC

Experience Investment Corp., is a blank check company incorporated as a Delaware corporation on May 24, 2019 and formed solely for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. EIC is sponsored by the Sponsor, which is an indirect portfolio company of KSL Capital Partners V, L.P. and its parallel funds and is controlled by KSL Capital Partners V GP, LLC.

Following the consummation of the EIC IPO, $275,000,000 was deposited into a U.S. based trust account with American Stock Transfer & Trust Company, LLC acting as trustee. Except as described in the prospectus for the EIC IPO, these proceeds will not be released until the earlier of the completion of an initial business combination and EIC’s redemption of 100% of the outstanding public shares upon its failure to consummate a business combination within the completion window.

The units, EIC Class A common stock and Public Warrants are listed on the Nasdaq under the symbols EXPCU, EXPC and EXPCW, respectively.

The mailing address of EIC’s principal executive office is 100 St. Paul St., Suite 800, Denver, CO, 80206. Its telephone number is (720) 284-6400. After the consummation of the business combination, its principal executive office will be that of Blade.

Merger Sub

Experience Merger Sub, Inc. is a wholly owned subsidiary of EIC formed solely for the purpose of effectuating the Merger described herein. Merger Sub was incorporated under the laws of Delaware as a corporation on December 8, 2020. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s principal executive office is 100 St. Paul St., Suite 800, Denver, CO, 80206. Its telephone number is (720) 284-6400. After the consummation of the business combination, Merger Sub will cease to exist as a separate legal entity.

Blade

Blade is an asset-light, technology-powered, air mobility platform committed to reducing travel friction by providing cost-effective air transportation alternatives to some of the most congested ground routes in the United States and abroad.

Blade neither owns nor operates aircraft, leveraging an asset-light business model that relies on third-party, contracted operators to provide aircraft. All of the costs of owning and operating the aircraft

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are borne by the third-party operators, including pilots, maintenance, hangar, insurance and fuel. The asset-light model provides Blade the flexibility to utilize aircraft best suited for a specific route. Blade believes that this asset-light model will better position the company to transition to Electric Vertical Aircraft (“EVA”), once they are available, given that Blade is not constrained by the ownership of current generation aircraft. To date, no EVA aircraft have been certified by the FAA and, to our knowledge, none has been denied certification.

Blade typically pre-negotiates fixed hourly rates and flight times with third-party aircraft operators, and only pays for flights actually flown, creating a predictable and flexible cost structure. However, if such third-party operators do not perform adequately, terminate their relationships with Blade, or are unable to match the company’s growth in demand, Blade’s costs may increase or it may be forced to reduce the number of flights it offers.

Blade was incorporated under the laws of Delaware on December 22, 2014. The mailing address of Blade’s principal executive office is 31 Hudson Yards 11th Floor, New York, NY 10001. Its telephone number is (212) 967-1009.

Emerging Growth Company

EIC is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find EIC’s securities less attractive as a result, there may be a less active trading market for EIC’s securities and the prices of its securities may be more volatile.

EIC will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following September 17, 2024, the fifth anniversary of the completion of the EIC IPO, (b) in which EIC has total annual gross revenue of at least $1.07 billion, or (c) in which EIC is deemed to be a large accelerated filer, which means the market value of EIC’s common stock that is held by non-affiliates exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which EIC has issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

EIC will continue to be an “emerging growth company” immediately following consummation of the Transactions.

The Business Combination Proposal

Structure of the Transactions

Pursuant to the Merger Agreement, and subject to the terms and conditions therein, Merger Sub will be merged with and into Blade, with Blade surviving the merger as a wholly owned subsidiary of EIC. In connection with the consummation of the Transactions, EIC will change its name to “Blade Air Mobility, Inc.”

Merger Consideration

Subject to the terms of the Merger Agreement, the total Merger Consideration will consist of an aggregate of 35,625,000 shares of EIC Class A common stock (which amount assumes all of the EIC Options are net exercised). At the Reference Price of $10.00 per share of EIC Class A common stock, the total Merger Consideration would have a value of $356,250,000.

For more information regarding the sources and uses of the funds utilized to consummate the Transactions, please see the section entitled “The Merger — Sources and Uses for the Business Combination.”

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Related Agreements

Sponsor Letter Agreement

In connection with the execution of the Merger Agreement, the Sponsor entered into a Sponsor Letter Agreement with EIC, Blade and KSL Advisors, LLC that amended and restated the prior letter agreement in its entirety with respect to Sponsor, pursuant to which the Sponsor has agreed, among other things, (a) to appear at the EIC special meeting or otherwise cause its shares to be counted as present for the purpose of establishing quorum; (b) to vote in person or by proxy, or cause to be voted at such special meeting in person, or by proxy, in favor of the Merger and the adoption of the Merger Agreement and the Transactions; and (c) to vote in person, or by proxy, against any action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Transactions or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor under the Merger Agreement. Pursuant to the Sponsor Letter Agreement, prior to the valid termination of the Merger Agreement, the Sponsor is subject to certain non-solicitation restrictions restricting the Sponsor and its affiliates from, among other things, soliciting, discussing or entering into agreements for alternative business combinations.

The Sponsor also agreed, subject to the Investor Rights Agreement and subject to certain exceptions, not to transfer any Founder Shares (or any shares of EIC Class A common stock issuable upon conversion thereof) or any Private Placement Warrants (or any shares of EIC Class A common stock issuable upon exercise thereof) until the earlier of (a) 180 days after the completion of the Merger or (b) such future date following the completion of the Merger on which EIC completes a liquidation, merger, share exchange, reorganization or similar transaction that results in all of EIC’s stockholders having the right to exchange their shares of EIC Class A common stock for cash, securities or other property. For additional information, see “Certain Other Agreements Relating to the Transactions — Sponsor Letter Agreement.”

Blade Stockholder Support Agreements

In connection with the execution of the Merger Agreement, certain Blade stockholders that collectively hold 58.83% of the issued and outstanding shares of Blade Preferred Stock and 56.36% of the issued and outstanding shares of Blade Stock delivered Support Agreements dated December 14, 2020, pursuant to which, among other things, such Blade stockholders agreed to irrevocably and unconditionally execute a written consent in respect of such shares of Blade Stock held by such Blade stockholders to adopt and approve the Merger Agreement within ten (10) business days after the registration statement on Form S-4 of which this proxy statement/prospectus/consent solicitation statement is a part is declared effective by the SEC. The directors and executive officers of Blade and their affiliates, collectively hold 47.2% of the issued and outstanding shares of Blade Preferred Stock and 56.7% of the issued and outstanding shares of Blade Stock. The obligations of the Blade stockholders that are party to the Support Agreements apply whether or not the Merger or any other action described in the Support Agreements is recommended by the Blade board of directors or the Blade board of directors has withdrawn or modified its recommendation that Blade stockholders adopt the Merger Agreement and approve the Merger and the other Transactions. For additional information, see “Certain Other Agreements Relating to the Transactions — Blade Stockholder Support Agreements.”

Investor Rights Agreement

In connection with the execution of the Merger Agreement, EIC entered into the Investor Rights Agreement with the Sponsor and certain stockholders of Blade, including Robert Wiesenthal and other executive officers of Blade. The Investor Rights Agreement will become effective upon the closing of the Transactions.

Pursuant to the Investor Rights Agreement, the Board will nominate a number of individuals designated by the Sponsor for election as its directors at any meeting of its stockholders (each a “Sponsor Director”) such that, following the election of any directors and taking into account any director continuing to serve as such without the need for re-election, the number of Sponsor Directors serving as directors of EIC will be equal to: (a) if the Sponsor (or its permitted transferees) continues to beneficially own at least 50% of the shares of EIC Class A common stock beneficially owned by the Sponsor at the closing of the Merger (in each case, including the shares of EIC Class A common stock issuable upon exercise of the Private Placement

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Warrants and upon conversion of the Founder Shares), two directors, and (b) if the Sponsor (or its permitted transferees) continues to beneficially own at least 25% (but less than 50%) of the shares of EIC Class A common stock beneficially owned by the Sponsor at the closing of the Merger (in each case, including the shares of EIC Class A common stock issuable upon exercise of the Private Placement Warrants and upon conversion of the Founder Shares), one director. The Board also agrees to take all actions (to the extent such actions are not prohibited by applicable law and within the Board’s control) to cause the chief executive officer of EIC to be one of its directors.

Pursuant to the Investor Rights Agreement, certain parties will be entitled to certain registration rights, including, among other things, customary demand, shelf and piggy-back rights, subject to customary cut-back provisions. Pursuant to the Investor Rights Agreement, certain parties will agree not to sell, transfer, pledge or otherwise dispose of shares of EIC Class A common stock or warrants to purchase shares of EIC Class A common stock they receive in connection with the Transactions or otherwise beneficially own at Closing for certain time periods specified therein. For additional information, see “Certain Other Agreements Relating to the Transactions — Investor Rights Agreement.”

PIPE Subscription Agreements

Concurrently with the execution and delivery of the Merger Agreement, EIC entered into the PIPE Subscription Agreements with respect to the PIPE Investment. Pursuant to the PIPE Subscription Agreements, certain accredited investors, including an affiliate of the Sponsor, have committed to purchase 12,500,000 shares of EIC Class A common stock at a purchase price per share of $10.00 and an aggregate purchase price of $125,000,000. The closing of the PIPE Investment is conditioned on all conditions set forth in the Merger Agreement having been satisfied or waived and other customary closing conditions, and will be consummated concurrently with the closing of the Merger. As part of the PIPE Investment, Steele ExpCo, the managing member of the Sponsor, has committed to purchase 2,005,000 shares of EIC Class A common stock for $20,050,000. Based on the closing price per share of EIC Class A common stock on April 1, 2021, the shares of EIC Class A common stock to be purchased by Steele ExpCo as part of the PIPE Investment had an aggregate market value of approximately $21.1 million.

For additional information, see “Certain Other Agreements Relating to the Transactions — PIPE Subscription Agreements,” “The Merger — Interests of Certain Persons in the Business Combination” and “The Merger — Sources and Uses for the Business Combination.”

Lockup Agreements.

Certain stockholders have agreed that they will not during the Lock-Up Period (as defined below), directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of common stock of the post-combination company, or any options or warrants to purchase any shares of common stock of the post-combination company, or any securities convertible into, exchangeable for or that represent the right to receive shares of common stock of the post-combination company, or any interest in any of the foregoing. The Lock-Up Period begins on the closing date of the Merger and continues for a period of six months after the closing date, unless terminated earlier by mutual consent of the parties. For a more detailed description of the Lockup Agreements, see the section titled “Certain Other Agreements Relating to the Transaction — Lockup Agreements.”

Incentive Plan

On April 5, 2021, the Board adopted, subject to stockholder approval, the Incentive Plan for the purpose of providing a means through which to attract, motivate and retain key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our Class A common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders. Stockholders are being asked to consider and approve the Incentive Plan, which will reserve 8,250,000 shares of EIC Class A common stock (the “Absolute Share Limit”) for issuance pursuant to grants made under the Incentive Plan, except that the Absolute Share Limit will be increased (A) on the first day of each fiscal year after the fiscal year in which the closing of the Merger occurs in an amount equal to the least of (x) 4,125,000 shares of EIC Class A common

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stock, (y) 5.0% of the total number of shares of EIC Class A common stock outstanding on the last day of the immediately preceding fiscal year and (z) a lower number of shares of EIC Class A common stock as determined by the Board and (B) for any shares of EIC Class A common stock underlying awards outstanding under the Fly Blade, Inc. 2015 Equity Incentive Plan that, on or after the closing date of the Merger, expire or are canceled, forfeited, terminated, or otherwise are not issued (e.g., due to settlement in cash). Please see the section entitled “Proposal No. 4 — The Incentive Plan Proposal — Material Terms of the Incentive Plan.”

Impact of the Business Combination on the Post-Combination Company’s Public Float

It is anticipated that, upon completion of the Transactions: (a) EIC’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 33.3% in the post-combination company; (b) the PIPE Investors (other than the Sponsor and its affiliates) will own approximately 12.7% of the post-combination company; (c) the Sponsor (and its affiliates) will own approximately 10.8% of the post-combination company; and (d) current holders of Blade Stock and Blade Options will collectively own approximately 43.2% of the post-combination company (excluding shares purchased by current Blade stockholders in the PIPE Investment). These levels of ownership interest: (a) exclude the impact of the shares of EIC Class A common stock underlying the warrants and those reserved for issuance under the Incentive Plan and (b) assume that no EIC public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in EIC’s trust account and that 35,625,000 shares of EIC Class A common stock are issued as Merger Consideration and are outstanding as of the closing of the Merger (which assumes all EIC Options have been exercised and the payment of the exercise price for such EIC Options is net settled).

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal No. 4 — The Incentive Plan Proposal.”

	Assuming No Redemptions(1)		Assuming Maximum Redemptions(1)(2)
EIC’s public stockholders (other than the PIPE Investors)		33.3%		—%
PIPE Investors (other than the Sponsor and its affiliates)		12.7%		19.1%
Sponsor (and its affiliates)		10.8%		16.1%
Current holders of Blade Stock and Blade Options(3)		43.2%		64.8%

(1)

(2)

Assumes all 27,500,000 shares of EIC Class A common stock will be redeemed.

(3)

Matters Being Voted On

The stockholders of EIC will be asked to consider and vote on the following proposals at the special meeting:

a proposal to approve and adopt the second amended and restated certificate of incorporation of EIC. Please see the section entitled “Proposal No. 2 — The Charter Proposal”;

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a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Rules 5635(a), (b) and (d), the issuance of (a) more than 20% of EIC’s issued and outstanding shares of common stock in connection with the Transactions, including, without limitation, the Merger Consideration and the PIPE Investment, and the issuance of more than 20% of EIC’s issued and outstanding shares to a single holder (which may constitute a change of control under the Nasdaq Rules) and (b) shares of EIC Class A common stock to a director, officer or Substantial Shareholder (as defined by Nasdaq Rule 5635(e)(3)) in connection with the Transactions. Please see the section entitled “Proposal No. 6 — The Nasdaq Proposal”; and

Date, Time and Place of Special Meeting of EIC’s Stockholders

The special meeting of stockholders of EIC will be held via live webcast at 10:00 a.m. (New York City time) on May 5, 2021. The special meeting can be accessed by visiting https://web.lumiagm.com/230208333, where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication,

At the special meeting, stockholders will be asked to consider and vote upon the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal and, if necessary, the adjournment proposal to permit further solicitation and vote of proxies if EIC is not able to consummate the Transactions.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned shares of EIC common stock at 5:00 p.m. (New York City time) on March 17, 2021, which is the record date for the special meeting. Stockholders will have one vote for each share of EIC common stock owned at 5:00 p.m. (New York City time) on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. EIC warrants do not have voting rights. On the record date, there were 34,375,000 shares of EIC common stock outstanding, of which 27,500,000 were public shares with the rest being held by the Sponsor.

Quorum and Vote of EIC Stockholders

A quorum of EIC stockholders is necessary to hold a valid meeting. A quorum will be present at the EIC special meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person or by proxy. Proxies that are marked “abstain” will be treated as shares present for purposes of

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determining the presence of a quorum on all matters. Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting.

The proposals presented at the special meeting will require the following votes:

•

the approval of each of the business combination proposal, the governance proposal (which is a non-binding advisory vote), the incentive plan proposal, the Nasdaq proposal and the adjournment proposal require the affirmative vote of a majority of the votes cast by holders of EIC’s outstanding shares of common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the business combination proposal, the governance proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal will have no effect on such proposals;

•

the approval of the charter proposal requires the affirmative vote of holders of a majority of EIC’s outstanding shares of common stock entitled to vote thereon at the special meeting. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “AGAINST” such proposal; and

•

directors are elected by a plurality of all of the votes cast by holders of shares of EIC’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the seven (7) director nominees who receive the most affirmative votes will be elected. EIC stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on such proposal.

Abstentions will have the same effect as a vote “AGAINST” the charter proposal, but will have no effect on the other proposals. Please note that holders of the public shares cannot seek redemption of their shares for cash unless they affirmatively vote “FOR” or “AGAINST” the business combination proposal.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. If any of these proposals are not approved, or the consent of the requisite Blade stockholders is not received, we will not consummate the Transactions.

Redemption Rights

(i)

submit a written request to EIC’s transfer agent that EIC redeem their public shares for cash,

(ii)

certify in such demand for redemption that they “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act), and

(iii)

deliver such public shares to EIC’s transfer agent (physically or electronically).

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portion of the funds held in the trust account, calculated as of two business days prior to the consummation of the business combination. As of March 17, 2021, the record date for the special meeting, this would amount to approximately $10.07 per share. If a holder of public shares exercises its redemption rights, then it will be exchanging its shares of EIC common stock for cash and will no longer own the shares. Please see the section entitled “Special Meeting of EIC Stockholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the public shares.

Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or was a “group,” will not be redeemed for cash.

The business combination will not be consummated if EIC has Net Tangible Assets of less than $5,000,001.

Holders of warrants will not have redemption rights with respect to such securities.

Appraisal Rights

EIC stockholders, unitholders and warrantholders do not have appraisal rights in connection with the Transactions under the DGCL.

Blade stockholders who wish to exercise appraisal rights, or preserve the ability to do so, must not deliver a signed written consent adopting the Merger Agreement. For additional information, see “Appraisal Rights.” However, pursuant to the Blade Amended and Restated Voting Agreement, Blade stockholders parties thereto have agreed to, among other things, refrain from exercising any dissenters’ or appraisal rights with respect to any such approved “Change of Control Transaction” under applicable law, including the DGCL, and to vote all shares that are owned or controlled by the Blade stockholders in favor of any such approved Change of Control Transaction.

The Merger has been approved by the Blade Board. If it is approved by the holders of a majority of outstanding shares of Blade Preferred Stock and a majority-in-interest of the Blade founders in compliance with the Blade Amended and Restated Voting Agreement, and assuming that the Blade stockholders will own less than a majority of the outstanding shares of stock of EIC after the closing of the Transactions, the Merger will constitute a “Change of Control Transaction” under the Blade Amended and Restated VotingAgreement. Holders of at least a majority of outstanding shares of Blade Preferred Stock and a majority-in interest of the Blade founders have committed to vote in favor of the Merger pursuant to the Support Agreements.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. EIC has engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares during the meeting if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of EIC Stockholders — Revoking Your Proxy.”

Interests of Certain Persons in the Business Combination

In considering the recommendation of the Board to vote in favor of approval of the business combination proposal and the other proposals, stockholders should keep in mind that the Sponsor and the officers and directors of EIC or Blade have interests in such proposals that are different from, or in addition to, those of stockholders generally. In particular:

•

If the Transactions or another business combination are not consummated by September 17, 2021 (the end of the completion window), EIC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its

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remaining stockholders and the Board, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor would be worthless because the holders thereof are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of approximately $83.9 million based upon the closing price of $12.20 per share on the Nasdaq on March 17, 2021, the record date for the special meeting.

•

The Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants from EIC for an aggregate purchase price of $7,500,000 (or $1.50 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the EIC IPO. A portion of the proceeds EIC received from these purchases was placed in the trust account. Such warrants had an aggregate market value of approximately $15.7 million based upon the closing price of $3.13 per warrant on the Nasdaq on March 17, 2021, the record date for the special meeting. The Private Placement Warrants will become worthless if EIC does not consummate a business combination by September 17, 2021 (the end of the completion window).

•

Eric Affeldt and Edward Philip will become directors of the post-combination company after the closing of the Transactions. As such, in the future each may receive cash fees, stock options or stock awards that the post-combination board of directors determines to pay to its executive and non-executive directors.

•

Eric Affeldt holds economic interests in the Sponsor equivalent to 605,250 shares of EIC Class A common stock and 350,000 Private Placement Warrants. In addition, Rafael Pastor, Edward Philip and Brian Witherow hold economic interests in the Sponsor equivalent to 50,000 shares of EIC Class A common stock that are subject to forfeiture in the event their status as a director of EIC terminates for any reason prior to the date of consummation of the initial business combination. Charlie Martin, Michael Mohapp and Martin Newburger are employed by an affiliate of KSL Capital Partners but did not receive any compensation for their services as an officer or director, as applicable, of EIC.

•

If EIC is unable to complete a business combination within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by EIC for services rendered or contracted for or products sold to EIC. If EIC consummates a business combination, on the other hand, EIC will be liable for all such claims.

•

EIC’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on EIC’s behalf, such as identifying and investigating possible business targets and business combinations. There is no limit on the amount of expenses that may be reimbursed, however, to date, the aggregate amount of expenses reimbursed has been less than $0.1 million. If EIC fails to consummate a business combination within the completion window, they will not have any claim against the trust account for reimbursement. Accordingly, EIC may not be able to reimburse these expenses if the Transactions or another business combination are not completed within the completion window.

•

The continued indemnification of EIC’s current directors and officers and the continuation of directors’ and officers’ liability insurance.

•

EIC has entered into a PIPE Subscription Agreement with Steele ExpCo pursuant to which Steele ExpCo has committed to purchase 2,005,000 shares of EIC Class A common stock in the PIPE Investment for an aggregate commitment of $20,050,000. Steele ExpCo is the managing member of the Sponsor. Based on the closing price per share of EIC Class A common stock on April 1, 2021, the shares of EIC Class A common stock to be purchased by Steele ExpCo as part of the PIPE Investment had an aggregate market value of approximately $21.1 million.

•

If the Sponsor makes working capital loans to us, up to $1,500,000 of such loans may be converted into Working Capital Warrants. The terms of any such Working Capital Warrants are identical to the terms of EIC’s existing Private Placement Warrants held by the Sponsor. No such working capital loans by the Sponsor are expected to be outstanding as of the Closing.

•

In January 2021, Blade entered into an agreement with Ross Aviation, which is an affiliate of KSL Capital Partners, to launch air commuter service between the Westchester/Connecticut area and New

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York City and both Blade and Ross Aviation also agreed to work together to mutually develop plans for vertical landing infrastructure (“vertiports”) in Westchester and to offer Blade services at Ross Aviation locations in Massachusetts and California.

Certain of Blade’s executive officers and directors may have interests in the Merger that may be different from, or in addition to, the interests of Blade stockholders. The members of the Blade Board were aware of and considered these interests, among other matters, when they approved the Merger Agreement and recommended that Blade stockholders approve the proposals required to effect the Merger. See “The Merger — Interests of Certain Persons in the Business Combination.”

Board of Directors following the Business Combination

Eric Affeldt (Chairman), Jane Garvey, Kenneth Lerer, Susan Lyne, Edward Philip, Robert Wiesenthal and David Zaslav will each be nominated to serve as directors of the post-combination company upon completion of the Transactions.

Please see the sections entitled “Proposal No. 5 — The Director Election Proposal” and “Management After the Business Combination” for additional information.

Recommendation of the EIC Board of Directors

The Board believes that the business combination proposal and the other proposals to be presented at the special meeting are fair to and in the best interest of EIC’s stockholders and unanimously recommends that its stockholders vote “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the governance proposal, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented.

When you consider the Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the business combination that are different from, or in addition to, the interests of EIC stockholders generally. Please see the section entitled “The Merger — Interests of Certain Persons in the Business Combination” for additional information. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the EIC stockholders that they vote “FOR” the proposals presented at the special meeting.

Recommendation of the Blade Board of Directors

After consideration, the Blade Board adopted resolutions determining that the Merger Agreement, the Merger and the other Transactions were advisable, fair to and in the best interests of Blade and its stockholders, adopting and approving the Merger Agreement and the Transactions, including the Merger, and directing that the Merger Agreement be submitted to the holders of Blade Stock for consideration. The Blade Board recommends that Blade stockholders adopt the Merger Agreement by submitting a written consent and thereby approve the Merger and the Transactions by executing and delivering the written consent furnished with this consent solicitation.

For a description of various factors considered by the Blade Board in reaching its decision to adopt the Merger Agreement and approve the Merger and the Transactions, see the section titled “The Merger — Blade’s Board of Directors’ Reasons for Approval of the Transactions.”

Conditions to the Closing of the Business Combination

General Conditions

Consummation of the Transactions is conditioned on the approval of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal, as described in this proxy statement/prospectus/consent solicitation statement.

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In addition, consummation of the Transactions is subject to customary conditions of the respective parties, including, among others:

•

the following conditions to both parties’ obligation to consummate the Transactions: (i) the Merger shall have been approved by the requisite vote of the stockholders of EIC and the stockholders of Blade; (ii) the applicable waiting period(s) pursuant to the HSR Act shall have expired or been terminated (which condition has been waived for so long as Blade does not satisfy the “size of person” test under the HSR Act); (iii) EIC shall have at least $5,000,001 of net tangible assets immediately following the Closing (after giving effect to the exercise by the holders of EIC's public shares of their right to redeem their shares into their pro rata share of the trust account in accordance with EIC's certificate of incorporation, the PIPE Investment and the other transactions contemplated to occur upon the Closing, including the payment of transaction expenses); (iv) this proxy statement/prospectus/consent solicitation statement is approved by the SEC and declared effective and no stop-order suspending its effectiveness shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC; (v) the Class A common stock to be issued in connection with the Transactions shall have been approved for listing on Nasdaq or NYSE (or with the written consent of Blade, another nationally recognized stock exchange), subject, if applicable, to official notice of issuance thereof; (vi) taking into account the PIPE Investment and after giving effect to exercise by the holders of EIC’s public shares of their right to redeem their shares into their pro rata share of the trust account in accordance with EIC’s certificate of incorporation, immediately prior to Closing and without giving effect to any of the other Transactions (and without deducting expenses related to the Transactions that are to be paid at or after Closing), EIC shall have, on a consolidated basis, at least $100,000,000 in cash and cash equivalents; (vii) EIC's certificate of incorporation shall be amended and restated in the form attached hereto as Annex F; and (viii) no governmental authority shall have enacted, issued, promulgated, enforced or entered any order that is in effect and has effect of making the Transactions illegal, or otherwise restraining or prohibiting consummation of such Transactions or causing any of the transactions contemplated by the Merger Agreement to be rescinded following completion thereof; and

•

the following conditions to either party’s obligation to consummate the Transactions: (i) there has been no Material Adverse Effect (in the case of EIC) or Acquiror Material Adverse Effect (in the case of Blade) (each, as defined in the Merger Agreement) that is continuing with respect to the other party since the date of the Merger Agreement; (ii) accuracy of the other party’s representations and warranties at the Closing, subject to the materiality standards set forth in the Merger Agreement, (iii) performance or compliance in all material respects by the other party of its covenants to be performed or complied with as of or prior to the Closing; and (iv) delivery by the other party of customary closing certificates and the continued effectiveness of certain additional agreements.

For more information, see “The Merger Agreement — Conditions to the Closing of the Merger” and “Certain Other Agreements Relating to the Transactions.”

Tax Consequences of the Business Combination

For a description of certain U.S. federal income tax consequences of the Transactions and the exercise of redemption rights, please see the information set forth in “The Merger — Material U.S. Federal Income Tax Consequences of the Business Combination.”

Anticipated Accounting Treatment

The Transactions will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, EIC will be treated as the “acquired” company for financial reporting purposes. This determination was based primarily on Blade having the ability to appoint a majority of the initial Board of the combined entity, Blade’s senior management comprising the majority of the senior management of the combined company, and the ongoing operations of Blade comprising the ongoing operations of the combined company. Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of Blade issuing shares for the net assets of EIC, accompanied by a recapitalization. The net assets of EIC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of Blade.

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Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. Based on Blade’s balance sheet as of September 30, 2020, Blade would not satisfy the “size of person” test to make a filing under the HSR Act. EIC, Merger Sub and Blade have waived the requirements to make filings under the HSR Act under the Merger Agreement and the expiration or termination of the waiting period under the HSR Act as a condition to their obligations under the Merger Agreement for so long as Blade does not satisfy the “size of person” test under the HSR Act.

At any time before or after consummation of the Transactions, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Transactions. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. There is no assurance that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Transactions on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.

Neither EIC nor Blade is aware of any material regulatory approvals or actions that are required for completion of the Transactions. It is presently contemplated that if any such regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Litigation Matters

On February 5 and 9, 2021, a putative class action complaint and an individual complaint captioned, respectively, Castillo v. Experience Investment Corp., et al. (No. 020521-110) and Digennaro v. Experience Investment Corp., et al. (No. 020921-104) were filed in New York state court. On March 25, 2021, an amended complaint was filed in the Castillo action. The operative complaints in both actions name Experience Investment Corp.; its Chief Executive Officer, Mr. Eric Affeldt; and its directors Mr. Martin J. Newburger, Mr. Brian C. Witherow, Mr. Rafael Pastor, and Mr. Edward Philip. Additionally, the Digennaro complaint names Experience Merger Sub, Inc. and BLADE Urban Air Mobility, Inc. The complaints assert claims for breach of fiduciary duty against Experience’s officer and directors and aiding and abetting breach of fiduciary duty against the entities in connection with alleged material misstatements and omissions made in the Company’s Form S-4, filed January 29, 2021. The complaints seek, inter alia, injunctive relief enjoining or rescinding the Transaction, injunctive relief directing the filing of an amended registration statement, and damages.

Risk Factors

In addition to the other information contained in this proxy statement/prospectus/consent solicitation statement, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider all of the risks and uncertainties described in the section of this proxy statement/prospectus/consent solicitation statement captioned “Risk Factors” following this Summary. These risks include, but are not limited to, the following:

Risks Related to Blade’s Business and Growth Strategy

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Blade has incurred significant losses since inception, and it expects to incur losses in the future and may not be able to achieve or maintain profitability;

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The duration and severity of the COVID-19 pandemic, and similar public health threats that Blade may face in the future, could result in additional adverse effects on its business operations and financial results;

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The markets for Blade’s offerings are still in relatively early stages of growth, and if such markets do not continue to grow, grow more slowly than Blade expects or fail to grow as large as it expects, Blade’s business, financial condition and results of operations could be adversely affected;

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The success of Blade’s business will be highly dependent on its ability to effectively market and sell air transportation as a substitute for conventional methods of transportation;

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Blade’s operations are concentrated in a small number of metropolitan areas and airports which makes the business particularly susceptible to natural disasters, outbreaks and pandemics, economic, social, weather, growth constraints and regulatory conditions or other circumstances affecting these metropolitan areas;

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Electric Vertical Aircraft (“EVA’’), or as known within the aerospace community, Electrical Vertical Take-Off and Landing aircraft (“eVTOL’’), may not be successfully developed and certified for public use. EVA may not be adopted by the market or Blade’s third-party aircraft operators, EVA may not be certified by transportation authorities or EVA may not deliver the expected reduction in operating costs, which could adversely affect Blade’s prospects, business, financial condition and results of operations;

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If Blade is not able to successfully enter into new markets and offer new routes and services and enhance its existing offerings, Blade’s business, financial condition and results of operations could be adversely affected;

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Blade expects to face intense competition in the urban air mobility industry;

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If Blade experiences harm to its reputation and brand, Blade’s business, financial condition and results of operations could be adversely affected;

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Blade is especially vulnerable to delays, cancellations or flight rescheduling, as it relies on maintaining a high daily aircraft usage rate, and needs to aggregate fliers on its by-the-seat flights to lower direct costs to third-party operators;

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System failures, defects, errors or vulnerabilities in our website, applications, backend systems or other technology systems or those of third-party technology providers could harm Blade's reputation and brand and adversely impact our business, financial condition and results of operations;

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Blade relies on its information technology systems to manage numerous aspects of its business and a cyberattack of Blade’s information technology systems could disrupt Blade’s ability to deliver services and lead to increased costs, decreased sales and harm to Blade's reputation;

Risks Related to Blade’s Dependence on Third-Party Providers

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Blade relies on its third-party operators to provide and operate aircraft to move its fliers. If such third-party operators do not perform adequately or terminate their relationships with Blade, Blade’s costs may increase and the Blade’s business, financial condition and results of operations could be adversely affected;

•

If Blade’s third-party aircraft operators are unable to match the company’s growth in demand or Blade is unable to add additional third-party aircraft operators to its platform to meet demand, Blade’s costs may increase and Blade’s business, financial condition and results of operations could be adversely affected;

•

If Blade encounters problems with any of its third-party aircraft operators or third-party service providers, such as workforce disruptions, Blade’s operations could be adversely affected by a resulting decline in revenue or negative public perceptions about its services;

•

Operation of aircraft involves a degree of inherent risk. Blade could suffer losses and adverse publicity stemming from any accident involving small aircraft, helicopters or charter flights and in particular from any accident involving its third-party aircraft operators;

Legal and Regulatory Risks Related to Blade’s Business

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Blade’s business is subject to a wide variety of extensive and evolving laws and regulations, which may result in increases in its costs, disruptions to Blade’s operations, limits on its operating flexibility, reductions in the demand for air travel, and competitive disadvantages;

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Blade may be blocked from or limited in providing or offering its services in certain jurisdictions, and may be required to modify its business model in those jurisdictions as a result;

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Failure to comply with federal, state and foreign laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current or the enactment of new laws or regulations in these areas, could adversely affect Blade’s business and its financial condition;

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Blade has identified material weaknesses in its internal control over financial reporting. If Blade’s remediation of these material weaknesses is not effective or Blade otherwise fails to maintain an effective system of internal controls, Blade may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect the value of the EIC Class A common stock and Blade’s ability to comply with applicable regulations, including the Sarbanes-Oxley Act and the continued listing standards of the Nasdaq;

Risks Related to the Business Combination and Ownership of EIC’s common stock and warrants

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The Sponsor and EIC’s officers and directors have agreed to vote in favor of the business combination, regardless of how EIC’s public stockholders vote, and may have interests in the business combination that are different from or are in addition to other stockholders in recommending that public stockholders vote “FOR” the business combination proposal and the other proposals described herein;

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Following the consummation of the Transactions, the Nasdaq may not continue to list EIC’s securities and/or an active market for EIC’s securities may not continue or develop, which could limit investors’ ability to make transactions in our securities and may adversely impact the value of EIC’s securities;

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The Board did not obtain a third party valuation or fairness opinion in determining whether or not to proceed with the business combination;

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Activities taken by existing EIC stockholders to increase the likelihood of approval of the business combination proposal and the other proposals described herein could have a depressive effect on EIC’s securities; For example, as a result of actions taken to incentivize an investor or holder to vote their shares in favor of the business combination proposal, such investor or holder may have the ability to effectively purchase shares of EIC Class A common stock at a price lower than market and may therefore be more likely to sell the shares they own, either prior to or immediately after the special meeting, which sales could depress the trading price of the EIC Class A common stock.

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EIC’s public stockholders will experience dilution and have reduced influence on EIC as a consequence of, among other transactions, the issuance of EIC Class A common stock as consideration in the business combination and the PIPE Investment;

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A significant portion of the outstanding EIC Class A common stock following the business combination will be restricted from immediate resale, but may be sold into the market in the future which could cause the market price of EIC Class A common stock to drop significantly, even if our business is doing well;

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If the business combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of EIC’s securities may decline;

Risks Related to the Redemption

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A failure to timely tender your shares of EIC Class A common stock and/or vote “FOR” or “AGAINST” the business combination proposal will make your shares of EIC Class A common stock ineligible for redemption;

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Redeeming your public shares for a pro rata portion of the funds held in the trust account may not put you in a better future economic position; and

Risks If the Adjournment Proposal Is Not Approved

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If the adjournment proposal is not approved, the Board will not have the ability to adjourn the special meeting to a later date in order to solicit further votes in favor of the business combination, and, therefore, the business combination may not occur.

In evaluating the proposals to be presented at the special meeting, you should carefully read this proxy statement/prospectus/consent solicitation statement and especially consider the factors discussed in the section entitled “Risk Factors.”

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EIC’S SUMMARY HISTORICAL FINANCIAL INFORMATION

EIC is providing the following summary historical financial information to assist you in your analysis of the financial aspects of the Transactions.

EIC’s balance sheet data as of December 31, 2020 and 2019 and statement of operations data for the year ended December 31, 2020 and the period from May 24, 2019 (inception) through December 31, 2019 are derived from EIC’s audited financial statements, included elsewhere in this proxy statement/prospectus/consent solicitation statement.

This information is only a summary and should be read in conjunction with EIC’s financial statements and related notes and “Information About EIC” and “EIC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The historical results included below and elsewhere in this proxy statement/prospectus/consent solicitation statement are not indicative of the future performance of EIC.

Statement of Operations Data:	Year Ended December 31, 2020			Period from May 24, 2019 (inception) through December 31, 2019
	(in thousands, except share and per share data)
Formation and operating costs		$	678		$	268
Loss from operations			(678)			(268)
Other income:
Interest on marketable securities held in trust account			1,017			1,262
Income before income taxes			338			993
Benefit (provision) for income taxes			(210)			(209)
Net income		$	128		$	785
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption			26,160,492			26,187,830
Basic and diluted net income per share, common stock subject to possible redemption		$	0.02		$	0.03
Basic and diluted weighted average shares outstanding, common stock			8,214,508			7,170,375
Basic and diluted net loss per common share, common stock		$	(0.05)		$	(0.01)

	As of December 31,
Balance Sheet Data:	2020			2019
	(in thousands, except share data)
Cash and cash equivalents		$	846		$	1,306
Marketable securities held in trust account		$	276,943		$	276,262
Total assets		$	277,839		$	277,692
Total liabilities		$	10,016		$	9,996
Class A common stock subject to possible redemption, 26,136,620 and 26,180,927 shares at redemption value as of December 31, 2020 and December 31, 2019, respectively		$	262,824		$	262,696
Total stockholders’ equity		$	5,000		$	5,000
Total liabilities and stockholders’ equity		$	277,839		$	277,692

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BLADE’S SUMMARY HISTORICAL FINANCIAL INFORMATION

The following tables present summary historical consolidated financial information of Blade for the periods presented. The consolidated statement of operations data for the three months ended December 31, 2019 and 2020 and the years ended September 30, 2019 and 2020 and the balance sheet data as of December 31, 2020, September 30, 2019 and 2020 have been derived from Blade’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus/consent solicitation statement.

You should read the summary financial data presented below in conjunction with “Blade’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Blade’s consolidated financial statements and the related notes included elsewhere in this proxy statement/prospectus/consent solicitation statement. Historical operating results are not necessarily indicative of future operating results.

	For the Three Months Ended December 31,						Year Ended September 30,
Statement of Operations Data:	2020			2019			2020			2019
	(unaudited)			(unaudited)
	(in thousands, except share and per share data)
Revenue		$	7,986		$	5,223		$	23,434		$	31,196
Operating expenses
Cost of revenue			6,322			5,757			21,107			26,497
Software development			186			230			861			751
General and administrative			3,411			3,008			9,292			10,476
Selling and marketing			435			1,032			2,533			5,013
Total operating expenses			10,354			10,027			33,793			42,737
Loss from operations			(2,368)			(4,804)			(10,359)			(11,541)
Other non-operating income (expense)
Interest income			7			91			200			718
Interest expense			—			—			(1)			(15)
Total other income			7			91			199			703
Net loss		$	(2,361)		$	(4,713)		$	(10,160)		$	(10,838)
Weighted average shares outstanding, basic and diluted(1)			12,616,039			12,508,608			12,512,567			12,409,010
Basic and diluted net loss per common share(2)		$	(0.19)		$	(0.38)		$	(0.81)		$	(0.87)

	As of December 31 2020			As of September 30
Balance Sheet Data:	As of December 31 2020			2020			2019
	(unaudited)
	(in thousands)
Total assets		$	18,332		$	17,715		$	26,619
Total liabilities		$	8,336		$	6,635		$	5,884
Total stockholders’ equity		$	9,996		$	11,080		$	20,735

(1)

Excluded from the calculation of weighted average dilutive common shares were stock options to purchase 13,391,751 and 11,754,833 shares of common stock as of December 31, 2020 and 2019, respectively, and 22,116,811 and 22,116,811 shares of Convertible Preferred Stock as of December 31, 2020 and 2019, respectively, because their inclusion would have been anti-dilutive. Excluded from the calculation of weighted average dilutive common shares were stock options to purchase 10,040,803 and 7,793,765 shares of common stock as of September 30, 2020 and 2019, respectively, and 22,116,811

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the business combination and the Transactions described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” Operations prior to the Transactions will be those of Blade. The Transactions will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, EIC will be treated as the acquired company for financial reporting purposes.

Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of Blade issuing shares of common stock for the net assets of EIC, accompanied by a recapitalization. The net assets of EIC will be recognized at fair value (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded.

The summary unaudited pro forma condensed combined balance sheet data as of December 31, 2020 combines the historical audited balance sheet of EIC as of December 31, 2020 with the historical unaudited condensed consolidated balance sheet of Blade as of December 31, 2020, giving effect to the Transactions as if they had been consummated on that date, including the following: (a) the PIPE Investment was funded in full and 12,500,000 shares of EIC Class A common stock at a purchase price of $10.00 per share were issued, of which 2,005,000 shares will be purchased by Steele ExpCo, (b) the estimated transaction costs of approximately $32.0 million to be incurred with the Transactions are capitalized, (c) no Working Capital Warrants were issued, (d) all 6,875,000 outstanding shares of EIC Class B common stock were converted to shares of EIC Class A common stock on a one-for-one basis, (e) the repayment of Blade’s unsecured loan (“PPP Loan”) in the principal amount of $1.2 million pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”), (f) 26,074,271 shares of EIC Class A common stock were issued in exchange for outstanding shares of Blade Common Stock and Blade Preferred Stock and (g) 9,550,690 shares of EIC Class A common stock were issued upon the exercise of EIC Options at a weighted average exercise price of $0.19 per share (which EIC Options were issued pursuant to the assumption and conversion of Blade Options to purchase an aggregate of 13,391,751 shares of Blade Common Stock at a weighted average exercise price of $0.14 per share) and assuming that the payment of the exercise price for such EIC Options was net settled.

The summary unaudited pro forma condensed combined statement of operations data for the three months ended December 31, 2020 combines the historical unaudited condensed statement of operations of EIC for the three months ended December 31, 2020 with the historical unaudited condensed consolidated statement of operations of Blade for the three months ended December 31, 2020. The historical unaudited condensed statement of operations of EIC for the three months ended December 31, 2020 was derived by subtracting the historical unaudited condensed statement of operations of EIC for the nine months ended September 30, 2020 from the historical audited statement of operations of EIC for the fiscal year ended December 31, 2020. The summary unaudited pro forma condensed combined statement of operations data for the twelve months ended September 30, 2020 combines the unaudited condensed statement of operations of EIC for the twelve months ended September 30, 2020 with the historical audited consolidated statement of operations of Blade for the fiscal year ended September 30, 2020. The unaudited condensed statement of operations of EIC for the twelve months ended September 30, 2020 was derived by adding the historical unaudited condensed statement of operations of EIC for the nine months ended September 30, 2020, and the historical audited statement of operations for EIC for the period from May 24, 2019 (inception) through December 31, 2019, and subtracting the historical unaudited condensed statement of operations of EIC for the period from May 24, 2019 (inception) through September 30, 2019. The summary unaudited pro forma condensed combined statements of operations data of the Combined Entity for the three months ended December 31, 2020 and twelve months ended September 30, 2020 give effect to the Transactions as if they had consummated on October 1, 2019.

The summary unaudited pro forma condensed combined data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information and the accompanying notes in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The summary unaudited pro forma data is based upon, and should be read in conjunction with, the audited consolidated financial statements and related notes of EIC and Blade for the applicable

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periods included elsewhere in this proxy statement/prospectus/consent solicitation statement. The summary unaudited pro forma data is for illustrative purposes only and is based on information currently available and management’s assumptions and estimates. The unaudited pro forma condensed combined financial information does not necessarily reflect what the Combined Entity’s financial condition or results of operations would have been had the Transactions occurred on the dates indicated. The summary unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company.

The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The summary unaudited pro forma condensed combined financial information has been prepared assuming two redemption scenarios after giving effect to the Transactions, as follows:

•

Assuming No Redemptions: this scenario assumes that no EIC public stockholder exercises redemption rights with respect to its public shares for a pro rata portion of the funds in EIC’s trust account; and

•

Assuming Maximum Redemptions: this scenario assumes that EIC public stockholders holding 27.5 million of EIC’s public shares (i.e., all of EIC’s public shares) exercise their redemption rights and that such shares are redeemed for their pro rata share (assuming $10.00 per share) of the funds in EIC’s trust account for aggregate redemption proceeds of $275.0 million. Under the Merger Agreement, the consummation of the Transactions is conditioned upon, among other things, (1) immediately prior to Closing and without giving effect to any of the other Transactions (and without deducting expenses related to the Transactions that are to be paid at or after Closing), EIC having, on a consolidated basis, at least $100,000,000 in cash and cash equivalents and (2) immediately following Closing and after giving effect to all of the other Transactions (including the payment of expenses related to the Transactions that are to be paid at or after Closing), EIC having at least $5,000,001 of Net Tangible Assets. This scenario gives effect to the maximum number of redemptions that meet these conditions.

	Assuming No Redemptions			Assuming Maximum Redemptions
	(in thousands, except share and per share data)
Summary Unaudited Pro Forma Condensed Combined Statements of Operations Data for the Three Months Ended December 31, 2020
Net loss		$	(2,703)		$	(2,703)
Weighted average shares of Class A common stock outstanding, basic and diluted			82,500,000			55,000,000
Net loss per share of Class A common stock, basic and diluted		$	(0.03)		$	(0.05)
Summary Unaudited Pro Forma Condensed Combined Statements of Operations Data for the Twelve Months Ended September 30, 2020
Net loss		$	(11,607)		$	(11,607)
Weighted average shares of Class A common stock outstanding, basic and diluted			82,500,000			55,000,000
Net loss per share of Class A common stock, basic and diluted		$	(0.14)		$	(0.21)
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data as of December 31, 2020
Total current assets		$	384,345		$	107,402
Total assets		$	388,006		$	111,063
Total current liabilities		$	7,325		$	7,325
Total liabilities		$	7,536		$	7,536
Total stockholders’ equity		$	380,470		$	103,527

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SUMMARY COMPARATIVE PER SHARE DATA

The following table sets forth selected historical comparative share information for EIC and Blade, respectively, and unaudited pro forma condensed combined per share information of EIC after giving effect to the Transactions, assuming two redemption scenarios as follows:

•

The pro forma book value information reflects the following Transactions as if they had occurred on December 31, 2020: (a) the PIPE Investment was funded in full and 12,500,000 shares of EIC Class A common stock at a purchase price of $10.00 per share were issued, of which 2,005,000 shares will be purchased by Steele ExpCo, (b) the estimated transaction costs of approximately $32.0 million to be incurred with the Transactions are capitalized, (c) no Working Capital Warrants were issued, (d) all 6,875,000 outstanding shares of EIC Class B common stock were converted to shares of EIC Class A common stock on a one-for-one basis, (e) the repayment of Blade’s PPP Loan in the principal amount of $1.2 million, (f) 26,074,271 shares of EIC Class A common stock were issued in exchange for outstanding shares of Blade Common Stock and Blade Preferred Stock and (g) 9,550,690 shares of EIC Class A common stock were issued upon the exercise of EIC Options at a weighted average exercise price of $0.19 per share (which EIC Options were issued pursuant to the adoption and conversion of Blade Options to purchase an aggregate of 13,391,751 shares of Blade Common Stock at a weighted average exercise price of $0.14 per share) and assuming that the payment of the exercise price for such EIC Options was net settled.

This information is only a summary and should be read together with the selected historical financial information included elsewhere in this proxy statement/prospectus/consent solicitation statement, and the audited and unaudited financial statements of EIC and Blade and related notes that are included elsewhere in this proxy statement/prospectus/consent solicitation statement. The unaudited EIC and Blade pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus/consent solicitation statement.

The unaudited pro forma condensed combined loss per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma condensed combined book value per share information below does not purport to represent what the value of EIC and Blade would have been had the companies been combined during the period presented.

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	Historical Blade(1)			Historical EIC(1)						Pro Forma Combined
	As of and for the Three Months Ended December 31, 2020			As of and for the Nine Months Ended September 30, 2020			As of and for the Year Ended December 31, 2020			As of and for the Three Months Ended December 31, 2020
	As of and for the Three Months Ended December 31, 2020			As of and for the Nine Months Ended September 30, 2020			As of and for the Year Ended December 31, 2020			Assuming No Redemptions			Assuming Maximum Redemptions
Book value per share(2)		$	0.28		$	0.61		$	0.61		$	4.61		$	1.88
Weighted average shares of EIC Class A common stock outstanding, basic and diluted						8,208,043			8,214,508			82,500,000			55,000,000
Net loss per share of EIC Class A common stock, basic and diluted					$	(0.03)		$	(0.05)		$	(0.03)		$	(0.05)
Weighted average shares of Blade Common Stock outstanding, basic and diluted			12,616,039
Net loss per share of Blade Common Stock, basic and diluted		$	(0.19)

	Historical Blade(1)			Historical EIC(1)						Pro Forma Combined
	As of and for the Year Ended September 30, 2020			As of and for the Nine Months Ended September 30, 2020			As of and for the period from May 24, 2019 (inception) through December 31, 2019			As of and for the Year Ended September 30, 2020
	As of and for the Year Ended September 30, 2020			As of and for the Nine Months Ended September 30, 2020						Assuming No Redemptions			Assuming Maximum Redemptions
Weighted average shares of EIC Class A common stock outstanding, basic and diluted						8,208,043			7,170,375			82,500,000			55,000,000
Net loss per share of EIC Class A common stock, basic and diluted					$	(0.03)		$	(0.01)		$	(0.14)		$	(0.21)
Weighted average shares of Blade Common Stock outstanding, basic and diluted			12,512,567
Net loss per share of Blade Common Stock, basic and diluted		$	(0.81)

(1)

Neither EIC nor Blade declared or paid any cash dividends during the periods presented.

(2)

Book value per share is equal to total stockholders’ equity divided by total outstanding shares classified in permanent equity.

The earnings per share amounts exclude the anti-dilutive impact from shares of EIC Class A common stock underlying the warrants.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes statements that express EIC’s and Blade’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of 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 a number of places throughout this proxy statement/prospectus/consent solicitation statement and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Transactions, the benefits of the Transactions, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which Blade operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting EIC and Blade. Factors that may impact such forward-looking statements include:

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loss of Blade’s customers;

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decreases in Blade’s existing market share;

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effects of competition;

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effects of pricing pressure;

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the inability of Blade’s customers to pay for Blade’s services;

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the loss of Blade’s existing relationships with operators;

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the loss of key members of Blade’s management team;

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changes in Blade’s regulatory environment, including aviation law and FAA regulations;

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the inability to implement information systems or expand Blade’s workforce;

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changes in Blade’s industry;

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heightened enforcement activity by government agencies;

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interruptions or security breaches of Blade’s information technology systems;

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the expansion of privacy and security laws;

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Blade’s ability to expand Blade’s infrastructure network;

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Blade’s ability to identify, complete and successfully integrate future acquisitions;

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Blade’s ability to remediate any material weaknesses or maintain effective internal controls over financial reporting;

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the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

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the inability to complete the Transactions due to the failure to obtain approval of the stockholders of EIC, the approval of stockholders of Blade or other conditions to closing in the Merger Agreement;

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the ability to meet applicable listing standards following the consummation of the Transactions;

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the risk that the proposed Transactions disrupt current plans and operations of Blade as a result of the announcement and consummation of the Transactions;

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the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the post-combination company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;

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costs related to the proposed business combination;

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the possibility that EIC or Blade may be adversely affected by other political, economic, business and/or competitive factors;

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the impact of COVID-19 and its related effects on EIC’s or Blade’s projected results of operations, financial performance or other financial metrics;

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the inability or unavailability to use or take advantage of the shift, or lack thereof, to EVA technology;

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pending or potential litigation associated with the proposed business combination;

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other factors disclosed in this proxy statement/prospectus/consent solicitation statement; and

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other factors beyond EIC’s or Blade’s control.

The forward-looking statements contained in this proxy statement/prospectus/consent solicitation statement are based on EIC’s and Blade’s current expectations and beliefs concerning future developments and their potential effects on the Transactions and Blade. There can be no assurance that future developments affecting EIC and/or Blade will be those that EIC or Blade has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond either EIC’s or Blade’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. EIC and Blade will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before an EIC stockholder grants its proxy or instructs how its vote should be cast at the special meeting, or a Blade stockholder returns its written consent, as applicable, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus/consent solicitation statement may adversely affect EIC and Blade.

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RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus/consent solicitation statement, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus/consent solicitation statement. The following risk factors apply to the business and operations of Blade and will also apply to the business and operations of the post-combination company following the completion of the business combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the business combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of the post-combination company. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus/consent solicitation statement, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” EIC or Blade may face additional risks and uncertainties that are not presently known to us or Blade, or that we or Blade currently deem immaterial, which may also impair our or Blade’s business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements of both EIC and Blade included herein.

Risks Related to Blade’s Business and Growth Strategy

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of Blade prior to the consummation of the business combination, which will be the business of EIC and its subsidiaries following the consummation of the business combination.

We have incurred significant losses since inception, we expect to incur losses in the future and we may not be able to achieve or maintain profitability.

We have incurred significant losses since inception. While we currently generate revenue from the sale of air transportation, it is difficult for us to predict our future operating results. As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase profitability. Further, our future growth is heavily dependent upon the availability of EVA. There can be no assurance that regulatory approval and availability of EVA, or consumer acceptance of EVA, will occur in a timely manner, if at all. In addition, there may be additional costs associated with the initial build out of EVA infrastructure needed to service our routes and we cannot be sure that EVA will result in expected cost savings or efficiencies, which could in turn affect our profitability.

The duration and severity of the COVID-19 pandemic, and similar public health threats that we may face in the future, could result in additional adverse effects on our business operations and our financial results.

The COVID-19 outbreak, along with the measures governments and private organizations worldwide have implemented in an attempt to contain the spread of this pandemic, have resulted in a severe decline in demand for air travel and have adversely affected our business, operations and financial condition to an unprecedented extent. Measures such as travel restrictions, “shelter in place” and quarantine orders, limitations on public gatherings, cancellation of public events and many other restrictions have resulted in a precipitous decline in demand for business and leisure travel generally, including demand for our air mobility services. For example, historically our business has been comprised of business travel and commuter traffic, which largely has been replaced by “virtual meeting” and teleconferencing products or become unnecessary as a result of the significant number of people now working from home.

As a result of COVID-19, we paused our New York airport transfer service beginning in March 2020 and significantly reduced the number of our Northeast commuter flights. As a result of the substantial decline in demand for our services, we also reduced our employee headcount. In addition, we did not renew agreements with certain of our operators for charter services, and there is no guarantee that we will be able to enter into new agreements with such operators and corporate customers when flight operations resume. The duration and severity of the COVID-19 pandemic remain uncertain, and there can be no assurance that these actions will sustain our business and operations through this pandemic.

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On April 8, 2020, we received a loan in the principal amount of approximately $1,200,000 through the Paycheck Protection Program under the CARES Act. We used the proceeds of the PPP Loan to help sustain our employee payroll costs and rent due to the impact of the COVID-19 pandemic. There can be no assurance that similar government-backed loans or other assistance would be available to us in the future if our other sources of liquidity, including operating revenue, are not sufficient to meet our cash requirements.

The full extent of the ongoing impact of COVID-19 on our longer-term operational and financial performance will depend on future developments, many of which are outside our control, including the duration and spread of COVID-19, the availability and acceptance of vaccines, travel advisories, curfews or “shelter in place” health orders, the impact of COVID-19 on overall long-term demand for air travel, increasing acceptance of employees working from home, government mandates restricting air service, sickness or quarantine of our employees or third-party aircraft operators resulting from exposure to COVID-19, and the impact of COVID-19 on the financial health and operations of our business partners, all of which are highly uncertain and cannot be predicted. At this time, we are not able to predict whether the COVID-19 pandemic will result in permanent changes to our customers’ behavior or their demand for our urban air mobility services.

The markets for our offerings are still in relatively early stages of growth, and if such markets do not continue to grow, grow more slowly than we expect or fail to grow as large as we expect, our business, financial condition and results of operations could be adversely affected.

Blade’s urban air mobility service has grown rapidly since we launched our business in 2014, though it is still relatively new, and it is uncertain to what extent market acceptance will continue to grow, if at all. Further, we currently operate in a limited number of metropolitan areas. The success of these markets to date and the opportunity for future growth in these markets may not be representative of the potential market for urban air mobility in other metropolitan areas. Our success will depend to a substantial extent on regulatory approval and availability of EVA technology, as well as the willingness of commuters and travelers to widely-adopt urban air mobility as an alternative for ground transportation. If the public does not perceive urban air mobility as beneficial, or chooses not to adopt urban air mobility as a result of concerns regarding safety, affordability or for other reasons, then the market for our offerings may not further develop, may develop more slowly than we expect or may not achieve the growth potential we expect, any of which could materially adversely affect our business, financial condition and results of operations.

The New York airport transfer market has not been served on a by-the-seat air transportation basis since U.S. Helicopter offered helicopter service in the 2000s. Furthermore, some of the other markets where we plan to expand have never been served by by-the-seat helicopter services. As a result, the number of potential fliers using our urban air mobility services cannot be predicted with any degree of certainty, and we cannot assure you that we will be able to operate in a profitable manner in any of our current or targeted future markets.

Growth of our business will require significant investments in our infrastructure, technology and marketing and sales efforts. Historically, cash flow from operations has not been sufficient to support these needs. If our business does not generate the level of available cash flow required to support these investments, our results of operations will be negatively affected. Further, our ability to effectively manage growth and expansion of our operations will also require us to enhance our operational systems, internal controls and infrastructure, human resources policies and reporting systems. These enhancements will require significant capital expenditures and allocation of valuable management and employee resources.

The success of our business will be highly dependent on our ability to effectively market and sell air transportation as a substitute for conventional methods of transportation.

We generate substantially all of our revenue from the sale of air transportation. 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. For example, for the years ended September 30, 2020 and September 30, 2019, flier acquisition campaigns represented approximately 10% and 18% of our revenues, respectively. These investments and initiatives may not be effective in generating sales growth or

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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 ridesharing 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.

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.

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, 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.

Additional challenges to the adoption of EVA, all of which are outside of our control, include:

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market acceptance of EVA;

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state, federal or municipal licensing requirements and other regulatory measures;

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necessary changes to infrastructure to enable adoption, including installation of necessary charging equipment; and

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public perception regarding the safety of EVA.

There are a number of existing laws, regulations and standards that may apply to EVA, including standards that were not originally intended to apply to electric aircraft. Regulatory changes that address EVA more specifically could delay the ability of OEMs to receive type certification by transportation authorities and thus delay our third-party aircraft operators’ ability to utilize EVA for our flights. In addition, there can be no assurance that the market will accept EVA, that we will be able to execute on our business strategy, or that our offerings utilizing EVA will be successful in the market. There may be heightened public skepticism of this nascent technology and its adopters. In particular, there could be negative public perception surrounding EVA, including the overall safety and the potential for injuries or death occurring as a result of accidents involving EVA, regardless of whether any such safety incidents occur involving Blade. Any of the foregoing risks and challenges could adversely affect our prospects, business, financial condition and results of operations.

If we are not able to successfully enter into new markets and offer new routes and services and enhance our existing offerings, our business, financial condition and results of operations could be adversely affected.

Our growth 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. Significant changes to our

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existing routes or the introduction of new and unproven routes may require us to obtain and maintain applicable permits, authorizations or other regulatory approvals. 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.

Developing and launching new routes or enhancements to our existing routes involves significant risks and uncertainties, including risks related to the reception of such routes by existing and potential future third-party aircraft operators and fliers, increases in operational complexity, unanticipated delays or challenges in implementing such routes or enhancements, increased strain on our operational and internal resources (including an impairment of our ability to accurately forecast flier demand and the number of third-party aircraft operators using our platform) and negative publicity in the event such new or enhanced routes are perceived to be unsuccessful. We have scaled our business rapidly, and significant new initiatives have in the past resulted in such operational challenges affecting our business. In addition, developing and launching new routes and enhancements to our existing routes may involve significant upfront investment, such as additional marketing and terminal buildout, and such investments may not generate return on investment. Any of the foregoing risks and challenges could negatively impact our ability to attract and retain qualified third-party aircraft operators and fliers and our ability to increase utilization of our routes, and could adversely affect our business, financial condition and results of operations.

Operation of aircraft involves a degree of inherent risk. We could suffer losses and adverse publicity stemming from any accident involving small aircraft, helicopters or charter flights and in particular from any accident involving our third-party aircraft operators.

The operation of aircraft is subject to various risks, and demand for air transportation, including our urban air mobility services, has and may in the future be impacted by accidents or other safety issues regardless of whether such accidents or issues involve Blade flights, our third-party aircraft operators or aircraft flown by our third-party aircraft operators. Air transportation hazards, such as adverse weather conditions and fire and mechanical failures, may result in death or injury to personnel and passengers and which could impact client or passenger confidence in a particular aircraft type or the air transportation services industry as a whole and could lead to a reduction in passenger volume, particularly if such accidents or disasters were due to a safety fault. Safety statistics for air travel are reported by multiple parties, including the Department of Transportation (“DOT”) and National Transportation Safety Board (“NTSB”), and are often separated into categories of transportation. Because our urban air mobility services include a variety of transportation methods, fliers may have a hard time determining how safe urban air mobility services are and their confidence in urban air mobility may be impacted by, among other things, the classification of accidents in ways that reflect poorly on urban air mobility services or the transportation methods urban air mobility services utilize.

While we do not own, operate or maintain aircraft, we believe that safety and reliability are two of the primary attributes fliers consider when selecting air transportation services. Our failure to maintain standards of safety and reliability that are satisfactory to our fliers may adversely impact our ability to retain current customers and attract new customers. We are at risk of adverse publicity stemming from any public incident involving our company, our people or our brand. Such an incident could involve the actual or alleged behavior of any of our employees or third-party aircraft operators. Further, if our personnel, one of our third-party operators’ aircraft, one of our third-party operators’ Blade-branded aircraft, or a type of aircraft in our third-party operators’ fleet that is used by us is involved in a public incident, accident, catastrophe or regulatory enforcement action, we could be exposed to significant reputational harm and potential legal liability. The insurance we carry may be inapplicable or inadequate to cover any such incident, accident, catastrophe or action. In the event that our insurance is inapplicable or inadequate, we may be forced to bear substantial losses from an incident or accident. In addition, any such incident, accident, catastrophe or action involving our employees, one of the Blade-branded aircraft used by us belonging to our third-party operators’ fleet (or personnel and aircraft of our third-party operators), or the same type of aircraft could create an adverse public perception, which could harm our reputation, result in air travelers being reluctant

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to use our services, and adversely impact our business, results of operations and financial condition. If one or more of our third-party aircraft operators were to suffer an accident or lose the ability to fly certain aircraft due to safety concerns or investigations, we may be required to cancel or delay certain flights until replacement aircraft and personnel are obtained.

Our operations may also be negatively impacted by accidents or other safety-related events or investigations that occur in or near the airports and heliports we utilize for our urban air mobility services. For example, if an accident were to occur at a heliport we rely on for certain flights, we may be unable to fly into or out of that heliport until the accident has been cleared, any damages to the facilities have been repaired and any insurance, regulatory or other investigations have be completed.

We expect to face intense competition in the urban air mobility industry.

The urban air mobility industry is still developing and evolving, but we expect it to be highly competitive. Our potential competitors may be able to devote greater resources to the development of their current and future technologies or the promotion and sale of their offerings, or offer lower prices. For example, some multimodal transportation providers have expressed interest in air mobility, and Uber Technologies, Inc. has a significant investment in a company that is developing EVA aircraft. Moreover, potential manufacturers of EVAs may choose to develop vertically integrated businesses, or they may contract with competing air mobility service providers rather than entering into operating contracts with us, which would be a threat to our business. Our potential competitors also may establish cooperative or strategic relationships among themselves or with third parties, including regional or national helicopter or heliport operations that we rely on to offer our urban air mobility services, which may further enhance their resources and offerings. It is possible that domestic or foreign companies or governments, some with greater experience in the urban air mobility industry or greater financial resources than we possess, will seek to provide products or services that compete directly or indirectly with ours in the future. Any such foreign competitor could benefit from subsidies or other protective measures provided by its home country.

We believe our ability to compete successfully as an urban air mobility service will depend on a number of factors, which may change in the future due to increased competition, including the price of our offerings, consumer confidence in the safety of our offerings, consumer satisfaction for the experiences we offer, and the routes, frequency of flights and availability of seats offered through our platform. If we are unable to compete successfully, our business, financial condition and results of operations could be adversely affected.

If we experience harm to our reputation and brand, our business, financial condition and results of operations could be adversely affected.

Continuing to increase the strength of our reputation and brand for reliable, experience-driven and cost-effective urban air mobility is critical to our ability to attract and retain qualified third-party aircraft operators and fliers. In addition, our growth strategy includes international expansion through joint ventures, minority investments or other partnerships with local companies as well as event activations and cross-marketing with other established brands, all of which benefit from our reputation and brand recognition. The successful development of our reputation and brand will depend on a number of factors, many of which are outside our control. Negative perception of our platform or company may harm our reputation and brand, including as a result of:

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complaints or negative publicity or reviews about us, our third-party aircraft operators, fliers, our air mobility services, other brands or events we associate with or our flight operations policies (e.g., cancellation or baggage fee policies), even if factually incorrect or based on isolated incidents;

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changes to our flight operations, safety and security, privacy or other policies that users or others perceive as overly restrictive, unclear or inconsistent with our values;

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a failure to enforce our flight operations policies in a manner that users perceive as effective, fair and transparent;

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illegal, negligent, reckless or otherwise inappropriate behavior by fliers, our third-party aircraft operators or other third parties involved in the operation of our business or by our management team or other employees;

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a failure to provide routes and flight schedules sought by fliers;

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actual or perceived disruptions or defects in our platform, such as data security incidents, platform outages, payment processing disruptions or other incidents that impact the availability, reliability or security of our offerings;

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litigation over, or investigations by regulators into, our operations or those of our third-party aircraft operators;

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a failure to operate our business in a way that is consistent with our values;

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inadequate or unsatisfactory flier support service experiences;

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negative responses by third-party aircraft operators or fliers to new mobility offerings on our platform;

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perception of our treatment of employees, contractors or third-party aircraft operators and our response to their sentiment related to political or social causes or actions of management; or

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any of the foregoing with respect to our competitors, to the extent such resulting negative perception affects the public’s perception of us or our industry as a whole.

In addition, changes we may make to enhance and improve our offerings and balance the needs and interests of our third-party aircraft operators and fliers may be viewed positively from one group’s perspective (such as fliers) but negatively from another’s perspective (such as third-party aircraft operators), or may not be viewed positively by either third-party aircraft operators or fliers. If we fail to balance the interests of third-party aircraft operators and fliers or make changes that they view negatively, third-party aircraft operators and fliers may stop using our platform or take fewer flights, any of which could adversely affect our reputation, brand, business, financial condition and results of operations.

Any failure to offer high-quality customer support may harm our relationships with fliers and could adversely affect our reputation, brand, business, financial condition and results of operations.

Through our marketing, advertising, and communications with fliers, we set the tone for our brand as aspirational but also within reach. We strive to create high levels of flier satisfaction through the experience we provide in our terminal lounges and the support provided by our Flier Experience team and Flier Relations representatives. The ease and reliability of our offerings, including our ability to provide high-quality flier support, helps us attract and retain fliers. Fliers depend on our “Flier Relations” team to resolve any issues relating to our services, such as leaving something in a third-party aircraft operator’s vehicle, flight cancellations or scheduling changes. Our ability to provide effective and timely support is largely dependent on our ability to attract and retain skilled Flier Relations employees who can support fliers and are sufficiently knowledgeable about our services. As we continue to grow our business and improve our platform, we will face challenges related to providing quality support at scale. Any failure to provide efficient flier support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, brand, business, financial condition and results of operations.

We are especially vulnerable to delays, cancellations or flight rescheduling, as we rely on maintaining a high daily aircraft usage rate, and need to aggregate fliers on our by-the-seat flights to lower direct costs to third-party operators.

Our success depends in part on maintaining a high daily aircraft usage rate (i.e., the number of revenue generating hours flown on average in a day), which can be achieved in part by reducing turnaround times at heliports and airports. Aircraft usage rate is reduced by delays caused by a variety of factors, many of which are beyond our control, including adverse weather conditions, security requirements, air traffic congestion and unscheduled maintenance. Reduced aircraft usage rates may limit our ability to achieve and maintain profitability as well as lead to customer dissatisfaction.

Our success also depends on our ability to generate more revenue per flight by maintaining high flier utilization rates (i.e., the number of seats purchased on each flight). Flier utilization rates may be reduced by a variety of factors, including the introduction of new routes or schedules. In some cases, we may choose

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to offer flights with low flier utilization rates to increase or maintain flier satisfaction, brand recognition, for marketing or other purposes. We have utilized monthly and annual commuter passes and annual corporate bulk purchasing options to increase our flier utilization rates in the past, however, these products may be less appealing following the COVID-19 pandemic.

While historically we have maintained daily aircraft and flier utilization rates sufficient to offset the costs we pay to operators, we may be unable to resume our pre-COVID utilization rates or maintain and increase utilization rates as our business grows and expands. The risk of delays, cancellations and flight rescheduling, which could negatively impact our utilization rates, may increase as we expand our business to include new markets and destinations, more frequent flights on current routes and expanded facilities.

Our prospects and operations may be adversely affected by changes in consumer preferences, discretionary spending and other economic conditions that affect demand for our services.

Our business is primarily concentrated on urban air mobility, which is vulnerable to changes in consumer preferences, discretionary spending and other market changes impacting luxury goods and discretionary purchases. The global economy has in the past, and will in the future, experience recessionary periods and periods of economic instability, including the current business disruption and related financial impact resulting from the global COVID-19 health crisis. During such periods, our current and future users may choose not to make discretionary purchases or may reduce overall spending on discretionary purchases. Such changes could result in reduced consumer demand for air transportation, including our urban air mobility services, or could shift demand from our urban air mobility services to other methods of air or ground transportation for which we do not offer a competing service. If we are unable to generate demand or there is a future shift in consumer spending away from urban air mobility, our business, financial condition and results of operations could be adversely affected.

Our operations are concentrated in a small number of metropolitan areas and airports which makes our business particularly susceptible to natural disasters, outbreaks and pandemics, economic, social, weather, growth constraints and regulatory conditions or other circumstances affecting these metropolitan areas.

We derive the majority of our revenue from flights that either originate from or fly into heliports in New York, New York. The remainder of our domestic flights originate or fly into airports and heliports in Los Angeles, California, Miami, Florida, Nantucket, Massachusetts, and other locations in New York State. As a result of our geographic concentration, our business and financial results are particularly susceptible to natural disasters, outbreaks and pandemics, economic, social, weather, growth constraints and regulatory conditions or other circumstances in each of these metropolitan areas. A significant interruption or disruption in service at one of the terminals where we have a significant volume of flights could result in the cancellation or delay of a significant portion of our flights and, as a result, could have a severe impact on our business, results of operations and financial condition. In addition, any changes to local laws or regulations within these key metropolitan areas that affect our ability to operate or increase our operating expenses in these markets would have an adverse effect on our business, financial condition and operating results.

Disruption of operations at the airports where our terminal facilities are located, whether caused by labor relations, utility or communications issues or fuel shortages, could harm our business. Certain airports may regulate flight operations, such as limiting the number of landings per year, which could reduce our operations. Bans on our airport operations or the introduction of any new permitting requirements would significantly disrupt our operations. In addition, demand for our urban air mobility services could be impacted if drop-offs or pick-ups of fliers become inconvenient because of airport rules or regulations, or more expensive for fliers because of airport-imposed fees, which would adversely affect our business, financial condition and operating results.

Our concentration in large metropolitan areas and heavily trafficked airports also makes our business susceptible to an outbreak of a contagious disease, such as the Ebola virus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu, Zika virus, COVID-19 or any other similar illness, both due to the risk of a contagious disease being introduced into the metropolitan area through the high volume of travelers flying into and out of such airports and the ease at which contagious diseases can spread through densely populated areas, as seen with the spread of COVID-19 in Los Angeles, California and New York, New York.

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Natural disasters, including tornados, hurricanes, floods and earthquakes, and severe weather conditions, such as heavy rains, strong winds, dense fog,blizzards or snowstorms, may damage our facilities, those of third-party aircraft operators or otherwise disrupt flights into or out of the airports from which our flights arrive or depart. For example, our New York and Massachusetts operations are subject to severe winter weather conditions, our Los Angeles operations are subject earthquakes, El Niño conditions and high winds, and our Miami operations are subject to tropical storms and hurricanes. Less severe weather conditions, such as rainfall, snowfall, fog, mist, freezing conditions or extreme temperatures, may also impact the ability for flights to occur as planned, which could reduce our sales and profitability and may result in additional expenses related to rescheduling of flights.

Major metropolitan areas, including those in which we currently operate, are also at risk of terrorist attacks, actual or threatened acts of war, political disruptions and other disruptions.

The occurrence of one or more natural disasters, severe weather events, epidemic or pandemic outbreaks, terrorist attacks or disruptive political events in regions where our facilities are located, or where our third-party aircraft operators’ facilities are located, could adversely affect our business.

We are subject to risks associated with climate change, including the potential increased impacts of severe weather events on our operations and infrastructure.

All climate change-related regulatory activity and developments may adversely affect our business and financial results by requiring us to reduce our emissions, make capital investments to modernize certain aspects of our operations, purchase carbon offsets, or otherwise pay for our emissions. Such activity may also impact us indirectly by increasing our operating costs.

The potential physical effects of climate change, such as increased frequency and severity of storms, floods, fires, fog, mist, freezing conditions, sea-level rise and other climate-related events, could affect our operations, infrastructure and financial results. Operational impacts, such as the delay or cancellation of flights, could result in loss of revenue. In addition, certain of our terminals are in locations susceptible to the impacts of storm-related flooding and sea-level rise, which could result in costs and loss of revenue. We could incur significant costs to improve the climate resiliency of our infrastructure and otherwise prepare for, respond to, and mitigate such physical effects of climate change. We are not able to accurately predict the materiality of any potential losses or costs associated with the physical effects of climate change.

Since we do not yet utilize electric aircraft, our business is dependent on the availability of aircraft fuel. Continued periods of significant disruption in the supply of aircraft fuel could have a significant negative impact on consumer demand, our operating results and liquidity.

Although our third-party aircraft operators are currently able to obtain adequate supplies of aircraft fuel, we cannot predict the future availability. Natural disasters (including hurricanes or similar events in the U.S. Southeast and on the Gulf Coast where a significant portion of domestic refining capacity is located), political disruptions or wars involving oil-producing countries, economic sanctions imposed against oil-producing countries or specific industry participants, changes in fuel-related governmental policy, the strength of the U.S. dollar against foreign currencies, changes in the cost to transport or store petroleum products, changes in access to petroleum product pipelines and terminals, speculation in the energy futures markets, changes in aircraft fuel production capacity, environmental concerns and other unpredictable events may result in fuel supply shortages or distribution challenges in the future. Any of these factors or events could cause a disruption in or increased demands on oil production, refinery operations, pipeline capacity or terminal access and possibly result in diminished availability of aircraft fuel supply for our third-party aircraft operators. The impact of such events may limit our third-party aircraft operators’ ability to perform our by-the-seat flights, which could result in loss of revenue and adversely affect our ability to provide our services.

System failures, defects, errors or vulnerabilities in our website, applications, backend systems or other technology systems or those of third-party technology providers could harm our reputation and brand and adversely impact our business, financial condition and results of operations.

Our systems, or those of third parties upon which we rely, may experience service interruptions, outages, or degradation because of hardware and software defects or malfunctions, human error or

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malfeasance by third parties or our employees, contractors, or service providers, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, cyberattacks or other events. Our insurance may not be sufficient, and we may not have sufficient remedies available to us from our third party service providers, to cover all of our losses that may result from such interruptions, outages, or degradations.

The software underlying our platform is highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has been released. We rely heavily on a software engineering practice known as “continuous deployment,” which refers to the frequent release of our software code, sometimes multiple times per day. This practice increases the risk that errors and vulnerabilities are present in the software code underlying our platform. The third-party software that we incorporate into our platform may also be subject to errors or vulnerabilities. Any errors or vulnerabilities discovered in our platform, whether in our proprietary code or that of third third-party software on which our software relies, could result in negative publicity, a loss of users or loss of revenue, access or other performance issues, security incidents, or other liabilities. Such vulnerabilities could also prevent fliers from booking flights, which would adversely affect our flier utilization rates, or disrupting communications with our operators (e.g., flight schedules or passenger manifests), which could affect our on-time performance. For example, we have experienced an error in our app that temporarily allowed a small number of users to log into and view a different user’s profile. Although we quickly corrected the error after receiving user complaints, with no material adverse impact to our business, similar and more serious errors could occur in the future. We may need to expend significant financial and development resources to analyze, correct, eliminate or work around errors or defects or to address and eliminate vulnerabilities. Any failure to timely and effectively resolve any such errors, defects or vulnerabilities could adversely affect our business, financial condition and results of operations as well as negatively impact our reputation or brand.

We have experienced and will likely continue to experience system failures and other events or conditions from time to time that interrupt the availability or reduce or affect the speed or functionality of our technology platform. These events have resulted in, and similar future events could result in, losses of revenue due to increased difficulty of booking services through our technology platform, impacts to on-time performance, and resultant errors in operating our business. A prolonged interruption in the availability or reduction in the availability or other functionality of our platform could adversely affect our business and reputation and could result in the loss of fliers. Moreover, to the extent that any system failure or similar event results in harm or losses to the fliers using our platform, such as the inability to book or change flights because of a system failure, we may make voluntary payments to compensate for such harm or the affected users could seek monetary recourse or contractual remedies from us for their losses and such claims, even if unsuccessful, would likely be time consuming and costly for us to address.

We rely on our information technology systems to manage numerous aspects of our business. A cyber-based attack of these systems could disrupt our ability to deliver services to our customers and could lead to increased overhead costs, decreased sales and harm to our reputation.

We rely on information technology networks and systems to operate and manage our business. Our information technology networks and systems process, transmit and store personal and financial information, proprietary information of our business, and also allow us to coordinate our business across our operation bases, and allow us to communicate with our employees and externally with customers, suppliers, partners and other third parties. While we believe we take reasonable steps to secure these information technology networks and systems, and the data processed, transmitted, and stored thereon, such networks, systems, and data may be susceptible to cyberattacks, viruses, malware, or other unauthorized access or damage (including by environmental, malicious, or negligent acts), which could result in unauthorized access to, or the release and public exposure of, our proprietary information or our users’ personal information. In addition, cyberattacks, viruses, malware, or other damage or unauthorized access to our information technology networks and systems, could result in damage, disruptions or shutdowns to our platform. Any of the foregoing could cause substantial harm to our business, require us to make notifications to our customers, governmental authorities, or the media, and could result in litigation, investigations or inquiries by government authorities, or subject us to penalties, fines, and other losses relating to the investigation and remediation of such an attack or other unauthorized access or damage to our information technology systems and networks.

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We rely on mobile operating systems and application marketplaces to make our apps available to users of our platform. If we do not effectively operate with or receive favorable placements within such application marketplaces and maintain high user reviews, our usage or brand recognition could decline and our business, financial results and results of operations could be adversely affected.

We depend in part on mobile operating systems, such as Android and iOS, and their respective application marketplaces to make our platform available to fliers. In 2019, the majority of our seats were booked through the Blade Android and iOS apps. Such mobile operating systems or application marketplaces could limit or prohibit us from making our apps available to fliers, make changes that degrade the functionality of our apps, increase the difficulty of using our apps, impose terms of use unsatisfactory to us or modify their search or ratings algorithms in ways that are detrimental to us. Additionally, if any future competitor’s placement in such mobile operating system’s application marketplace is more prominent than the placement of our apps, overall growth in our flier base could slow and the usage of our platform could be adversely affected. Our apps have experienced fluctuations in the number of downloads in the past, and we anticipate similar fluctuations in the future. Any of the foregoing risks could adversely affect our business, financial condition and results of operations.

As new mobile devices and mobile platforms are released, there is no guarantee that certain mobile devices will continue to support our platform or effectively roll out updates to our apps. Additionally, in order to deliver high-quality apps, we need to ensure that our offerings are designed to work effectively with a range of mobile technologies, systems, networks and standards. We may not be successful in developing or maintaining relationships with key participants in the mobile technology industry to make, or continue to make, such technologies, systems, networks, or standards available to our users. If fliers on our platform encounter any difficulty accessing or using our apps on their mobile devices or if we are unable to adapt to changes in popular mobile operating systems, our business, financial condition and results of operations could be adversely affected.

If we fail to adequately protect our proprietary intellectual property rights, our competitive position could be impaired and we may lose market share, generate reduced revenue and incur costly litigation to protect our rights.

Our success depends, in part, on our ability to protect our proprietary intellectual property rights, including certain technologies we utilize in arranging air transportation. To date, we have relied primarily on trade secrets and trademarks to protect our proprietary technology. Our software is also subject to certain protection under copyright law, though we have chosen not to register any of our copyrights. We routinely enter into non-disclosure agreements with our employees, consultants, third party aircraft operators and other relevant persons and take other measures to protect our intellectual property rights, such as limiting access to our trade secrets and other confidential information. We intend to continue to rely on these and other means, including patent protection, in the future. However, the steps we take to protect our intellectual property may be inadequate, and unauthorized parties may attempt to copy aspects of our intellectual property or obtain and use information that we regard as proprietary and, if successful, may potentially cause us to lose market share, harm our ability to compete, and result in reduced revenue. Moreover, our non-disclosure agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our products, and there can be no assurance that our competitors or third parties will comply with the terms of these agreements, or that we will be able to successfully enforce such agreements or obtain sufficient remedies if they are breached. There can be no assurance that the intellectual property rights we own or license will provide competitive advantages or will not be challenged or circumvented by our competitors.

Further, obtaining and maintaining patent, copyright, and trademark protection can be costly, and we may choose not to, or may fail to, pursue or maintain such forms of protection for our technology in the United States or foreign jurisdictions, which could harm our ability to maintain our competitive advantage in such jurisdictions. It is also possible that we will fail to identify patentable aspects of our technology before it is too late to obtain patent protection, that we will be unable to devote the resources to file and prosecute all patent applications for such technology, or that we will inadvertently lose protection for failing to comply with all procedural, documentary, payment, and similar obligations during the patent prosecution process. The laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be

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inadequate to prevent other parties from infringing our proprietary technology. To the extent we expand our international activities, our exposure to unauthorized use of our technologies and proprietary information may increase. We may also fail to detect unauthorized use of our intellectual property, or be required to expend significant resources to monitor and protect our intellectual property rights, including engaging in litigation, which may be costly, time-consuming, and divert the attention of management and resources, and may not ultimately be successful. If we fail to meaningfully establish, maintain, protect and enforce our intellectual property rights, our business, financial condition and results of operations could be adversely affected.

We use open source software in connection with our platform, which may pose risks to our intellectual property.

We use open source software in connection with our platform, and plan to continue using open source software in the future. Some licenses governing the use of open source software contain requirements that we make available source code for modifications or derivative works we create based upon the open source software. If we combine or link our proprietary source code with open source software in certain ways, we may be required, under the terms of the applicable open source licenses, to make our proprietary source code available to third parties. Although we monitor our use of open source software, we cannot assure you that all open source software is reviewed prior to use in our platform, that our developers have not incorporated open source software into our platform that we are unaware of, or that they will not do so in the future. Additionally, the terms of open source licenses have not been extensively interpreted by United States or international courts, and so there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on us or our proprietary software. If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of an open source license, we could incur significant legal costs defending ourselves against such allegations or remediating any alleged non-compliance with open source licenses. Any such remediation efforts could require significant additional resources, and we may not be able to successfully complete any such remediation. Further, in addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties, and the open source software may contain security vulnerabilities.

If we are unable to obtain and maintain adequate facilities and infrastructure, we may be unable to offer our existing flight schedule and to expand or change our route network in the future, which may have a material adverse impact on our operations.

In order to operate our existing and proposed flight schedule and, where desirable, add service along new or existing routes, we must be able to maintain or obtain space for passenger terminals. As airports and heliports around the world become more congested, it may not be possible for us to ensure that our plans for new service can be implemented in a commercially viable manner, given operating constraints at airports and heliports throughout our network, including those imposed by inadequate facilities at desirable locations. Additionally, there is no assurance that we will be able to obtain necessary approvals and to make necessary infrastructure changes to enable adoption of EVA, including installation of necessary charging equipment. Any limitation on our ability to acquire or maintain space for passenger terminal operations could have a material adverse effect on our business, results of operations and financial condition.

Blade leases and licenses exclusive passenger terminal infrastructure from airport and heliport operators in key markets. These leases, licenses and permits vary in term, ranging from six month seasonal permits to multi-year use and occupancy agreements that are coterminous with the airport or heliport operator’s underlying lease with the municipality that owns the premises. While our experience with these multi-year use and occupancy agreements have led to long-term uninterrupted usage thus far, certain municipalities, including New York, retain the authority to terminate a heliport operator’s lease upon as short as 30 days’ notice. If a municipality exercised its termination rights, under certain conditions our agreements with the airport or heliport operator would concurrently terminate. Termination of one or more of our leases could negatively impact our ability to provide services in our existing markets and have a material adverse effect on our business, results of operations and financial condition.

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We may require substantial additional funding to finance our operations, but adequate additional financing may not be available when we need it, on acceptable terms or at all.

Prior to the consummation of the Transactions, we financed our operations and capital expenditures primarily through private financing rounds. In the future, we could be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. For example, the global COVID-19 health crisis and related financial impact has resulted in, and may continue to result in, significant disruption and volatility of global financial markets that could adversely impact our ability to access capital. We may sell equity securities or debt securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, our current investors may be materially diluted. Any debt financing, if available, may involve restrictive covenants and could reduce our operational flexibility or profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

Any future international expansion strategy will subject us to additional costs and risks and our plans may not be successful.

We have started expanding our presence internationally. In 2019, we entered into a joint venture in India (our “Indian Joint Venture”) and we may continue to expand our international operations. Operating outside of the United States may require significant management attention to oversee operations across a broad geographic area with varying regulations, customs and cultural norms, in addition to placing strain on our finance, analytics, compliance, legal, engineering and operations teams. We may incur significant operating expenses and may not be successful in our international expansion for a variety of reasons, including:

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recruiting and retaining talented and capable employees in foreign countries and maintaining our company culture across all of our offices;

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competition from local incumbents that better understand the local market, may market and operate more effectively and may enjoy greater local affinity or awareness;

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differing demand dynamics, which may make our offerings less successful;

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complying with local laws and regulatory standards, including with respect to data privacy and tax;

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obtaining any required government approvals, licenses or other authorizations;

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varying levels of Internet and mobile technology adoption and infrastructure;

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costs and exchange rate fluctuations;

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operating in jurisdictions that do not protect intellectual property rights to the same extent as the United States; and

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limitations on the repatriation and investment of funds as well as foreign currency exchange restrictions.

We hold a minority ownership stake in our Indian Joint Venture and do not hold any control rights over the operations of the business. As such, we cannot directly prevent actions which may result in losses or negative publicity. While we have implemented various measures intended to anticipate, identify and address the risk associated with our lack of control, these measures may not adequately address or prevent all potential risks and may adversely impact our reputation and brand, which could adversely affect our business, financial condition and results of operations. In the future, we may enter into other joint ventures or licensing agreements that involve a similar lack of control, which could adversely impact our reputation and brand.

Our limited experience in operating our business internationally increases the risk that any potential future expansion efforts that we undertake may not be successful. If we invest substantial time and resources to expand our operations internationally and are unable to manage these risks effectively, our business, financial condition and results of operations could be adversely affected. In addition, international expansion may increase our risks related to compliance with various laws and standards, including with respect to anti-corruption, anti-bribery, and trade and economic sanctions.

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As part of our growth strategy, we may engage in future acquisitions that could disrupt our business and have an adverse impact on our financial condition.

We intend to explore potential strategic acquisitions of businesses, including partnerships or joint ventures with third parties. Our management has limited experience with acquiring and integrating acquired companies into our business, and there is no assurance that any future acquisitions will be successful. We may not be successful in identifying appropriate targets for such transactions. In addition, we may not be able to continue the operational success of such businesses or successfully finance or integrate any businesses that we acquire or with which we form a partnership or joint venture. We may have potential write-offs of acquired assets and/or an impairment of any goodwill recorded as a result of acquisitions. Furthermore, the integration of any acquisition may divert management’s time and resources from our core business and disrupt our operations or may result in conflicts with our business. Any acquisition, partnership or joint venture may reduce our cash reserves, may negatively affect our earnings and financial performance and, to the extent financed with the proceeds of debt, may increase our indebtedness. We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.

We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.

If our operations continue to grow as planned, of which there can be no assurance, we will need to expand our sales, marketing, operations, and the number of aircraft operators with whom we do business. Our continued growth could increase the strain on our resources, and we could experience operating difficulties, including difficulties in hiring, training and managing an increasing number of employees. These difficulties may result in the erosion of our brand image, divert the attention of management and key employees and impact financial and operational results. In addition, in order to continue to increase our presence, we expect to incur substantial expenses as we continue to attempt to increase our route offerings, flight frequency, passenger terminal footprint and employee base. The continued expansion of our business may also require additional space for administrative support. If we are unable to drive commensurate growth, these costs, which include lease commitments, marketing costs and headcount, could result in decreased margins, which could have a material adverse effect on our business, financial condition and results of operations.

Our insurance may become too difficult or expensive for us to obtain. Increases in insurance costs or reductions in insurance coverage may materially and adversely impact our results of operations and financial position.

Though we do not own or operate aircraft, we maintain general liability aviation premise insurance, non-owned aircraft liability coverage, and directors and officers insurance, and we believe our level of coverage is customary in the industry and adequate to protect against claims. However, there can be no assurance that it will be sufficient to cover potential claims or that present levels of coverage will be available in the future at reasonable cost. Further, we expect our insurance costs to increase as we add routes, increase flight and passenger volumes and expand into new markets, and it is too early to determine what impact, if any, the adoption of EVAs will have on our insurance costs.

We are highly dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.

Our success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including finance, marketing, sales, and technology and support personnel. We believe that the breadth and depth of our senior management team’s experience across multiple industries will be instrumental to our success. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and have a material adverse effect on our business, financial condition and results of operations. Additionally, our financial condition and results of operations may be adversely affected if we are unable to attract and retain skilled employees to support our operations and growth.

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Our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business could be harmed.

We believe that our company culture, which promotes accountability, attention to detail, communication and support for others, has been critical to our success. We face a number of challenges that may affect our ability to sustain our corporate culture, including:

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failure to identify, attract, reward and retain people in leadership positions in our organization who share and further our culture, values and mission;

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the increasing size and geographic diversity of our workforce;

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competitive pressures to move in directions that may divert us from our mission, vision and values;

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the continued challenges of a rapidly-evolving industry;

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the increasing need to develop expertise in new areas of business that affect us;

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negative perception of our treatment of employees or our response to employee sentiment related to political or social causes or actions of management; and

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the integration of new personnel and businesses from acquisitions.

If we are not able to maintain our culture, our business, financial condition and results of operations could be adversely affected.

Risks Related to Blade’s Dependence on Third-Party Providers

We rely on our third-party operators to provide and operate aircraft to move our fliers. If such third-party operators do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results of operations could be adversely affected.

Our asset-light business model means that we do not own or operate any aircraft. Instead, we rely on third-party contractors to own and operate aircraft. Pilots, maintenance, hangar, insurance and fuel are all costs borne by our network of operators. Should we experience complications with any of these third-party contractors or their aircraft, we may need to delay or cancel by-the-seat flights. We face the risk that any of our contractors may not fulfill their contracts and deliver their services on a timely basis, or at all. We have experienced, and may in the future experience, operational complications with our contractors. The ability of our contractors to effectively satisfy our requirements could also be impacted by any such contractor’s financial difficulty or damage to their operations caused by fire, terrorist attack, natural disaster, pandemic, such as the current COVID-19 outbreak, or other events. The failure of any contractors to perform to our expectations could result in delayed or cancelled flights and harm our business. Our reliance on contractors and our inability to fully control any operational difficulties with our third-party contractors could have a material adverse effect on our business, financial condition and results of operations.

If our third-party aircraft operators are unable to match our growth in demand or we are unable to add additional third-party aircraft operators to our platform to meet demand, our costs may increase and our business, financial condition and results of operations could be adversely affected.

We are dependent on a finite number of certificated third-party aircraft operators to provide our services. In the event potential competitors establish cooperative or strategic relationships with third party aircraft operators in the markets we serve, offer to pay third-party aircraft operators more attractive rates or guarantee a higher volume of flights than we offer, we may not have access to the necessary number of aircraft to achieve our planned growth. Though we have successfully incentivized our operators to add aircraft to support our growth in the past, there is no guarantee we will be able to continue doing so without incurring costs. If our third-party aircraft operators are unable or unwilling to add aircraft, or otherwise do not have capacity or desire to support our growth, or we are unable to add new operators, our business and results of operations could be adversely affected. As the urban air mobility market grows, we expect competition for third-party aircraft operators to increase. Further, we expect that as competition in the urban air mobility market grows, the use of exclusive contractual arrangements with third-party aircraft operators, sometimes requiring volume guarantees, may increase.

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If we encounter problems with any of our third-party aircraft operators or third-party service providers, such as workforce disruptions, our operations could be adversely affected by a resulting decline in revenue or negative public perception about our services.

All of our flight operations are conducted by third-party aircraft operators on our behalf. Due to our reliance on third parties to provide these essential services, we are subject to the risk of disruptions to their operations, which has in the past and may in the future result from many of the same risk factors disclosed in this “Risk Factors” section, such as the impact of adverse economic conditions and the inability of third parties to hire or retain skilled personnel, including pilots and mechanics. Several of these third-party operators provide significant capacity that we would be unable to replace in a short period of time should that operator fail to perform its obligations to us. Disruptions to capital markets, shortages of skilled personnel and adverse economic conditions in general, such as conditions resulting from the COVID-19 pandemic, have subjected certain of these third-party regional operators to significant financial and operational pressures, which have in the past and could result in the temporary or permanent cessation of their operations. We may also experience disruption to our regional operations if we terminate agreements with one or more of our current aircraft operators and transition the services to another provider. As a result of the COVID-19 pandemic, we did not renew agreements with some of the third-party aircraft operators who have provided flight services to us in the past. While we continue to do business with some of these operators despite the lack of an agreement, there is no assurance that we will continue to do so. Additionally, although we expect to enter into new agreements with such operators on acceptable terms in the future, there is no guarantee that we will be able to do so.

Although our third-party aircraft operators are not currently experiencing workforce disruptions, we cannot predict the future actions of their workforce. Union strikes among airport workers or certain pilots of third-party aircraft operators may result in disruptions of our urban air mobility service and thus could have a material adverse effect on our business, financial condition and results of operations. Any significant disruption to our operations as a result of problems with any of our third-party aircraft operators would have a material adverse effect on our business, results of operations and financial condition.

In addition, we have entered into agreements with contractors to provide various facilities and services required for our operations. Because we rely on others to provide such services, our ability to control the efficiency and timeliness of such services is limited. Similar agreements may be entered into in any new markets we decide to serve. We are also at risk should one of these service providers cease operations, and there is no guarantee that we could replace these providers on a timely basis with comparably priced providers, or at all. Any material problems with the efficiency and timeliness of contract services, resulting from financial hardships or otherwise, could have a material adverse effect on our business, results of operations and financial condition.

Our third-party aircraft operators’ insurance may become too difficult or expensive for them to obtain. If our third-party aircraft operators are unable to maintain sufficient insurance coverage, it may materially and adversely impact our results of operations and financial position.

Hazards are inherent in the aviation industry and may result in loss of life and property, potentially exposing us to substantial liability claims arising from the operation of aircraft. Incidents related to aircraft operation are covered by our third-party operators’ insurance. A limited number of hull and liability insurance underwriters provide coverage for our third-party aircraft operators. Insurance underwriters are required by various federal and state regulations to maintain minimum levels of reserves for known and expected claims. However, there can be no assurance that underwriters have established adequate reserves to fund existing and future claims. The number of air medical or tourism accidents, as well as the number of insured losses within other helicopter operations and the commercial airline industry, and the impact of general economic conditions on underwriters may result in increases in premiums above the rate of inflation. If our third-party aircraft operators’ insurance costs increase, such operators are likely to pass the increased costs to us, which could cause us to increase the prices paid by our fliers. Such cost increases could adversely affect demand for our services and harm our business. Additionally, under all aircraft operating agreements, our third-party aircraft operators have agreed to indemnify us against liability arising from the operation of aircraft and to maintain insurance covering such liability. However, there can be no assurance there will be no challenge to the indemnification rights or that the aircraft operator will have sufficient assets or insurance coverage to fulfill its indemnity obligations.

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Illegal, improper or otherwise inappropriate operation of branded aircraft by our third-party aircraft operators, regardless of whether they are operating aircraft on our behalf, could harm our reputation, business, brand, financial condition and results of operations.

Some of our third-party aircraft operators operate Blade-branded aircraft on a non-exclusive basis, enabling them to utilize Blade-branded aircraft for flight operations unrelated to Blade. If our third-party aircraft operators were to operate Blade-branded aircraft, regardless of whether such aircraft is flying on our behalf, in an illegal, improper or otherwise inappropriate manner, such as violating local noise-abatement regulations or ignoring suggested noise-abatement flight paths and procedures, we could be exposed to significant reputational harm. While we have implemented various measures intended to anticipate, identify and address the risk of these types of activities, these measures may not adequately address or prevent all illegal, improper or otherwise inappropriate activity by our third-party aircraft operators while flying Blade-branded aircraft. Further, any negative publicity related to the foregoing, whether or not such incident occurred while flying on our behalf, could adversely affect our reputation and brand or public perception of the urban air mobility industry as a whole, which could negatively affect demand for platforms like ours, and potentially lead to increased regulatory or litigation exposure. Any of the foregoing risks could harm our business, financial condition and results of operations.

We rely on third-party web service providers to deliver our offerings to users on our platform, and any disruption of or interference with our use of third-party web services could adversely affect our business, financial condition and results of operations.

Our platform’s continuing and uninterrupted performance is critical to our success. We currently host our platform and support our operations using a third-party provider of cloud infrastructure services. While we have engaged reputable vendors to provide these services, we do not have control over the operations of the facilities used by our third-party provider and their facilities may be vulnerable to damage or interruption from natural disasters, cybersecurity attacks, human error, terrorist attacks, power outages and similar events or acts of misconduct. In addition, any changes in our third-party cloud infrastructure provider’s service levels may adversely affect our ability to meet the requirements of users. While we believe we have implemented reasonable backup and disaster recovery plans, we have experienced, and expect that in the future we will experience, interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. Sustained or repeated system failures would reduce the attractiveness of our offerings. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as we expand our service offerings. Any negative publicity or user dissatisfaction arising from these disruptions could harm our reputation and brand and may adversely affect the usage of our offerings, and could harm our business, financial condition and results of operation.

Legal and Regulatory Risks Related to Blade’s Business

Our business is subject to a wide variety of extensive and evolving laws and regulations, which may result in increases in our costs, disruptions to our operations, limits on our operating flexibility, reductions in the demand for air travel, and competitive disadvantages.

We are subject to a wide variety of laws and regulations relating to various aspects of our business, employment and labor, health care, tax, privacy and data security, health and safety, and environmental issues. Laws and regulations at the foreign, federal, state and local levels frequently change, especially in relation to new and emerging industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future legal or regulatory changes. We monitor these developments and devote a significant amount of management’s time and external resources towards compliance. Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate or limit our ability to expand into certain jurisdictions, which could have a material adverse effect on our business, financial condition and operating results..

Further, our business has been adversely impacted when government agencies have ceased to operate as expected including due to partial shut-downs or similar events. These events have resulted in, among other

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things, reduced demand for air travel, an actual or perceived reduction in air traffic control and security screening resources and related travel delays, as well as disruption in the ability of the FAA to grant required regulatory approvals, such as those that are involved when a new aircraft is first placed into service.

United States. Our operations are highly regulated by several U.S. government regulatory agencies, including the DOT and the FAA. These requirements restrict the ways we may conduct our business, as well as the operations of our third-party aircraft operators. Failure to comply with such requirements in the future may result in fines and other enforcement actions by the regulators. In the future, any new regulatory requirements, particularly requirements that limit our third-party aircraft operators’ ability to operate, could have a material adverse effect on us and the industry. Further, DOT and FAA rules require certain disclosures to consumers and filing of routes, which could create a burden on our marketing and operations teams.

Our results of operations and the manner in which we conduct business each may be affected by changes in law and future actions taken by governmental agencies, including:

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changes in law that affect the services that can be offered by us in particular markets and at particular airports, or the types of fares offered or fees that can be charged to fliers;

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restrictions on competitive practices (for example, court orders, or agency regulations or orders, that would curtail our ability to respond to a competitor);

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the adoption of new passenger security standards or regulations that impact customer service standards;

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restrictions on airport operations, such as restrictions on the use of airports or heliports; and

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the adoption of more restrictive locally-imposed noise restrictions.

Each additional regulation or other form of regulatory oversight increases costs and adds greater complexity to operations and, in some cases, may reduce the demand for air travel. There can be no assurance that the increased costs or greater complexity associated with our compliance with new rules, anticipated rules or other forms of regulatory oversight will not have a material adverse effect on us.

Any significant reduction in air traffic capacity at and in the airspace serving key airports in the United States or overseas could have a material adverse effect on our business, results of operations and financial condition. Weaknesses in the National Airspace System and the Air Traffic Control (“ATC”) system, such as outdated procedures and technologies, have resulted in short-term capacity constraints during peak travel periods or adverse weather conditions in certain markets, resulting in delays and disruptions of air traffic. Outdated technologies may also cause the ATC system to be less resilient in the event of a failure. For example, an automation failure and an evacuation, in 2015 and 2017 respectively, at the Washington Air Route Control Center resulted in cancellations and delays of hundreds of flights traversing the greater Washington, D.C. airspace.

India. The Indian Joint Venture’s operations are highly regulated by Indian government agencies, including the Airports Authority of India, Ministry of Civil Aviation and Directorate General of Civil Aviation. If the Indian Joint Venture’s operations fail to comply with these laws and regulations, or if these agencies develop concerns over our operations, the Indian Joint Venture could face administrative, civil and/or criminal penalties. In addition, we may become subject to regulatory actions that could suspend, curtail or significantly modify the Indian Joint Venture’s operations, which could adversely affect the business, financial condition and results of operations of the Indian Joint Venture.

Failure to comply with legal and regulatory requirements, such as obtaining and maintaining licenses, certificates, authorizations and permits critical for the operation of our business, may result in civil penalties or private lawsuits, or the suspension or revocation of licenses, certificates, authorizations or permits, which would prevent us from operating our business. Even when we believe we are in complete compliance, a regulatory agency may determine that we are not.

We may be blocked from or limited in providing or offering our services in certain jurisdictions, and may be required to modify our business model in those jurisdictions as a result.

We face regulatory obstacles, including those lobbied for in local government, which could prevent us from operating our urban air mobility services. We have incurred, and expect that we will continue to incur,

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significant costs in defending our right to operate in accordance with our business model in many jurisdictions. To the extent that efforts to block or limit our operations are successful, or we or third-party aircraft operators are required to comply with regulatory and other requirements applicable to urban air mobility services, our revenue and growth would be adversely affected.

We currently operate passenger terminals out of several airports and heliports throughout New York, Massachusetts, and Florida. These facilities are strategically located in close proximity to heavily populated areas. If these airports or heliports were to restrict access for rotor wing operations, our passenger volume and utilization rates may be significantly adversely impacted and certain existing or planned future routes may cease to be profitable for us to operate. New York has a limited number of hangar and helipad sites, which may limit our ability to expand operations to other locations within the state. While we do not require hangar space to operate our business, the availability of nearby hangar space is advantageous to allow our third-party aircraft operators to effectively support our business. In addition, communities near certain key heliports, and the elected officials representing them, are concerned about noise generated by helicopters. Some of these communities have proposed new rules and legislation to reduce or eliminate helicopter flights from key Blade service areas, including Manhattan. For example, proposed federal legislation in 2019 sought to limit helicopter flights over any city with certain population and density restrictions, though the bill did not pass. If any similar efforts are successful, our business would be severely impacted and our growth opportunities in such areas may be reduced.

Failure to comply with federal, state and foreign laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current laws and regulations or the enactment of new laws or regulations in these areas, could adversely affect our business and our financial condition.

We are subject to a wide variety of laws in the United States and other jurisdictions related to privacy, data protection and consumer protection that are often complex and subject to varying interpretations. As a result, these privacy, data protection and consumer protection laws may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies and such changes or developments may be contrary to our existing practices. This may cause us to expend resources on updating, changing or eliminating some of our privacy and data protection practices.

We receive, collect, store, process, transmit, share and use personal information, and other customer data, including health information, and we rely in part on third parties that are not directly under our control to manage certain of these operations and to receive, collect, store, process, transmit, share, and use such personal information, including payment information. A variety of federal, state, local, municipal, and foreign laws and regulations, as well as industry standards (such as the payment card industry standards) govern the collection, storage, processing, sharing, use, retention and security of this information, including the California Online Privacy Protection Act, the Personal Information Protection and Electronic Documents Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act, the Telephone Protection and Electronic Protection Act of 1991 (“TCPA”), Section 5 of the Federal Trade Commission Act, and the California Consumer Privacy Act (“CCPA”). Laws and regulations relating to privacy and data protection are continually evolving and subject to potentially differing interpretations. These requirements may not be harmonized, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices. As a result, our practices may not have complied or may not comply in the future with all such laws, regulations, requirements and obligations. The failure to comply with such data protection and privacy regulations can result in fines, penalties, and the enforcement of any non-compliance, which could significantly impact our business operations.

In January 2020, CCPA took effect, which provides new data privacy rights for consumers in California and new operational requirements for companies doing business in California. Compliance with the new obligations imposed by the CCPA depends in part on how particular regulators interpret and apply them, and because the CCPA is relatively new, there is still some uncertainty about how the CCPA will be interpreted and enforced. If we fail to comply with the CCPA or if regulators assert that we have failed to comply with the CCPA, we may be subject to certain fines or other penalties (up to $2,500 per violation, or up to $7,500 per violation if the violation is intentional) and litigation, any of which may negatively impact our reputation, require us to expend significant resources, and harm our business. Furthermore, California voters approved

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the California Privacy Rights Act (“CPRA”) on November 3, 2020, which will amend and expand the CCPA, including by providing consumers with additional rights with respect to their personal information. The CPRA will come into effect on January 1, 2023, applying to information collected by businesses on or after January 1, 2022. We believe that the personal information we collect from California residents that use our app, the air transportation services we have offered in California in the past and direct marketing to California residents for those services, as well as our plans to offer future services in California, have made and in the future will make Blade subject to compliance with CCPA and CPRA.

Moreover, as we expand our international presence, we will also be subject to additional privacy rules of such foreign jurisdictions, many of which, such as the European Union’s General Data Protection Regulation (the “GDPR”) and national laws supplementing the GDPR or national laws of similar scope and nature, such as in the United Kingdom, may require significant resources to comply with. The GDPR, for example, requires companies to meet stringent requirements regarding the handling of personal data and highly sensitive personal data of individuals located in the European Economic Area and includes significant monetary penalties for noncompliance. We do not currently offer or advertise our services in the European Union, and all of our services are charged in U.S. dollars. In the past we have marketed air transportation service for a significant event held in the EU, and we have arranged charter services for clients. These activities, and similar activities we may engage in in the future, could require us to comply with the GDPR.

We have in the past, and could be in the future, subject to data breaches. A significant data breach or any failure, or perceived failure, by us to comply with any federal, state or foreign privacy laws, regulations or other principles or orders to which we may be subject could adversely affect our reputation, brand and business, and may result in claims, investigations, proceedings or actions against us by governmental entities, litigation, including class action litigation, from our fliers, fines, penalties, or other liabilities, or require us to change our operations or cease using certain data sets. Depending on the nature of the information compromised, we may also have obligations to notify users, law enforcement, government authorities, payment companies, consumer reporting agencies or the media about the incident and may be required to expend additional resources in connection with investigating and remediating such an incident, and otherwise complying with applicable privacy and data security laws.

Environmental regulation and liabilities, including new or developing laws and regulations, may increase our costs of operations and adversely affect us.

In recent years, governments have increasingly focused on climate change, carbon emissions and energy use. Laws and regulations that curb the use of conventional energy, or require the use of renewable fuels or renewable sources of energy- such as wind or solar power, could result in a reduction in demand for hydrocarbon-based fuels such as oil and natural gas. In addition, governments could pass laws, regulations or taxes that increase the cost of such fuels, thereby decreasing demand for our services and also increasing the costs of our operations by our third-party aircraft operators. More stringent environmental laws, regulations or enforcement policies could have a material adverse effect on our business, financial condition and results of operations.

Blade has identified material weaknesses in its internal control over financial reporting during the audited period. If Blade’s remediation of these material weaknesses is not effective, or if Blade experiences additional material weaknesses in the future or otherwise fails to maintain effective internal controls in the future, Blade may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect investor confidence in Blade and, as a result, the value of the EIC Class A common stock.

In connection with the preparation of this proxy statement/prospectus/consent solicitation statement, and for the audits of Blade’s consolidated financial statements for the years ended September 30, 2019 and 2020, we identified two material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The first material weakness relates to the lack of segregation of duties in our accounting procedures and approval of significant transactions, due in part to the lack of a sufficient number of personnel in the accounting and finance function. This weakness could lead to intentional or unintentional errors that might

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not be detected. Further, we do not have adequate documentation of the components of our internal control processes, making it difficult to appropriately monitor the effectiveness of our internal controls.

The second material weakness arises from the need to augment our information technology and application controls, including, but not limited to, the addition of formally documented controls around logical system access and code change management. Deficiencies in logical access controls can result in unauthorized or inappropriate access to key applications and data.

We have engaged a top four audit firm and a public company financial readiness consultant to assist us in the process of designing and implementing measures to improve our internal control over financial reporting to remediate the material weaknesses, primarily by implementing additional review procedures within our accounting and finance department, hiring additional staff, and designing and implementing information technology and application controls in our financially significant systems. In addition, we have engaged external accounting experts to supplement our internal resources in our accounting and review processes.

While we are designing and implementing measures to remediate the material weaknesses, we can give no assurance that these measures will be successful. Any failure to maintain or implement effective internal controls, or any difficulties Blade encounters in their implementation, could result in additional significant deficiencies and material weaknesses or result in material misstatements in Blade’s financial statements. Moreover, the timing of Blade’s financial reporting may be adversely affected, Blade may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to the Nasdaq listing requirements, investors may lose confidence in Blade’s financial reporting, and the price of the EIC Class A common stock may decline as a result.

If Blade is unable to assert that its internal control over financial reporting is effective, or if Blade’s independent registered public accounting firm is unable to express an opinion as to the effectiveness of Blade’s internal control over financial reporting, when required, lenders and investors may lose confidence in the accuracy and completeness of Blade’s financial reports and Blade may face restricted access to various sources of financing in the future.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the Nasdaq. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on our personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In particular, Section 404 of the Sarbanes-Oxley Act (“Section 404”) will require us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm potentially to attest to, the effectiveness of our internal control over financial reporting. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business, results of operations and financial condition and could cause a decline in the trading price of the EIC Class A common stock.

If we fail to develop and maintain effective internal control over financial reporting and disclosure controls and procedures, we may be unable to provide financial information and required SEC reports that a U.S. publicly traded company is required to provide in a timely and reliable fashion. Any such delays or deficiencies could penalize us, including by limiting our ability to obtain financing, either in the public capital markets or from private sources and hurt our reputation and could thereby impede our ability to implement our growth strategy. In addition, any such delays or deficiencies could result in our failure to meet the requirements for listing of the EIC Class A common stock on the Nasdaq.

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We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. In order to develop, maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related and audit-related costs and significant management oversight.

We will incur increased costs and obligations as a result of being a public company.

As a privately held company, we have not been required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, we will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated thereunder, as well as under the Sarbanes-Oxley Act, the JOBS Act, and the rules and regulations of the SEC and national securities exchanges have created uncertainty for public companies and will increase the costs and the time that our board of directors and management must devote to complying with these rules and regulations. We expect these rules and regulations to increase our legal and financial compliance costs and lead to a diversion of management time and attention from revenues generating activities.

Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.

Risks Related to the Business Combination and Ownership of EIC’s common stock and warrants

The Sponsor and EIC’s officers and directors have agreed to vote in favor of the business combination, regardless of how EIC’s public stockholders vote.

Unlike many other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor and EIC’s officers and directors have agreed to vote any shares of common stock owned by them in favor of the business combination proposal. As of the date of this proxy statement/prospectus/consent solicitation statement, the Sponsor owns shares equal to 20.0% of EIC’s issued and outstanding shares of common stock. Accordingly, it is more likely that the necessary stockholder approval will be received for the business combination than would be the case if the Sponsor and EIC’s officers and directors agreed to vote any shares of common stock owned by them in accordance with the majority of the votes cast by the public stockholders.

The Sponsor, certain members of the Board and certain EIC officers have interests in the business combination that are different from or are in addition to other EIC stockholders in recommending that EIC stockholders vote in favor of approval of the business combination proposal and approval of the other proposals described in this proxy statement/prospectus/consent solicitation statement.

When considering the Board’s recommendation that our stockholders vote in favor of the approval of the business combination proposal and the other proposals described in this proxy statement/prospectus/consent solicitation statement, our stockholders should be aware that the Sponsor and certain directors and officers of EIC have interests in the business combination that may be different from, or in addition to, the interests of our stockholders generally. These interests include:

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the fact that the Sponsor and EIC’s officers and directors have waived their redemption rights with respect to any Founder Shares held by them in connection with a stockholder vote to approve a proposed initial business combination;

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the continued right of the Sponsor to hold EIC Class A common stock and the shares of EIC Class A common stock to be issued to the Sponsor upon exercise of its Private Placement Warrants following the Transactions, subject to certain lock-up periods;

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if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the completion window, the Sponsor has agreed to indemnify us to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account;

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the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the business combination;

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the fact that the Sponsor and EIC’s officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated within the completion window;

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the fact that the Sponsor and EIC’s officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to the Founder Shares if we fail to complete an initial business combination within the completion window;

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the fact that the Sponsor paid an aggregate of $7,500,000 for its 5,000,000 Private Placement Warrants and that such Private Placement Warrants will expire worthless if a business combination is not consummated within the completion window;

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the fact that EIC entered into the Investor Rights Agreement with the Sponsor and the other parties named therein, which provides for, among other things, (a) the right to designate directors to the Board, (b) registration rights, including, among other things, customary demand, shelf and piggy-back rights, subject to certain restrictions and customary cut-back provisions and (c) transfer restrictions on certain parties’ shares of EIC Class A common stock or warrants to purchase shares of EIC Class A common stock they receive in connection with the Transactions or otherwise beneficially own as of the Closing Date for certain specified time periods;

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that an affiliate of the Sponsor and certain funds affiliated with certain members of the Board have committed to invest in the PIPE Investment by entering into a PIPE Subscription Agreement with EIC for an aggregate commitment of $20,050,000; and

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in January 2021, Blade entered into an agreement with Ross Aviation, which is an affiliate of KSL Capital Partners, to launch air commuter service between the Westchester/Connecticut area and New York City and both Blade and Ross Aviation also agreed to work together to mutually develop plans for a vertiport in Westchester and to offer Blade services at Ross Aviation locations in Massachusetts and California.

The personal and financial interests of our officers and directors may have influenced their motivation in identifying and selecting Blade, completing a business combination with Blade and may influence their operation of the post-combination company following the business combination. This risk may become more acute as the deadline of September 17, 2021 for completing an initial business combination nears.

The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the EIC stockholders that they vote “FOR” the proposals presented at the special meeting.

The Nasdaq may not continue to list our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

The EIC Class A common stock and Public Warrants are currently listed on the Nasdaq and EIC will apply to continue to be listed on the Nasdaq upon consummation of the business combination. Our continued

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eligibility for listing may depend on, among other things, the number of public shares that are redeemed. There can be no assurance that EIC will be able to comply with the continued listing standards of Nasdaq following the business combination. If, after the business combination, Nasdaq delists the EIC Class A common stock and/or Public Warrants from trading on its exchange for failure to meet the listing standards, EIC’s securityholders could face significant material adverse consequences including:

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a limited availability of market quotations for EIC’s securities;

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reduced liquidity for EIC’s securities;

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a determination that the EIC Class A common stock is a “penny stock” which will require brokers trading in such securities to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for EIC’s securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

The Board did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the business combination.

The Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the business combination with Blade. The officers and directors of EIC have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of EIC’s financial and other advisors, as well as having consulted with a leading consulting firm regarding Blade’s market opportunities and competitive landscape, including the growth and strategic plan of Blade, enabled them to perform the necessary analyses and make determinations regarding the Transactions. In addition, EIC’s officers and directors and EIC’s advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the Board in valuing Blade’s business, and assuming the risk that the Board may not have properly valued such business. The lack of a third-party valuation or fairness opinion may also lead an increased number of stockholders to vote against the proposed business combination or demand redemption of their shares for cash, which could potentially impact EIC’s ability to consummate the business combination.

Future resales of our outstanding shares may cause the market price of our securities to drop significantly, even if our business is doing well.

There will be approximately 82,500,000 shares of EIC Class A common stock outstanding immediately following the consummation of the business combination (assuming that no shares of EIC Class A common stock are elected to be redeemed by public stockholders and the other assumptions described under “Unaudited Pro Forma Condensed Combined Financial Information”), and there may be a large number of shares of EIC Class A common stock sold in the market following the consummation of the business combination, or shortly thereafter.

EIC has entered into the Investor Rights Agreement with the Sponsor and other parties named therein, pursuant to which, among other things, such stockholders will be entitled to customary registration rights following their respective lock-up periods. The sale or possibility of sale of these securities could have the effect of increasing the volatility in our share price or putting significant downward pressure on the price of our common stock.

The Sponsor is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event a business combination is not consummated. Such liability may have influenced the Sponsor’s decision to approve the Transactions.

If the Transactions or another business combination is not consummated by EIC within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by EIC for services rendered or contracted for or products sold to EIC. If EIC consummates a business combination, including the Transactions, on the other hand, EIC will be liable for all such claims. Neither

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EIC nor the Sponsor has any reason to believe that the Sponsor will not be able to fulfill its indemnity obligations to EIC. Please see the section entitled “Information About EIC — Redemption of Public Shares and Liquidation if no Initial Business Combination” for further information.

These obligations of the Sponsor may have influenced the Sponsor’s decision to approve the Transactions and to continue to pursue such business combination. Each of EIC’s officers and directors may have an indirect economic interest in the Founder Shares and Private Placement Warrants purchased by the Sponsor as a result of his economic interest in, or in the investment funds that indirectly own, the Sponsor or the general partner and investment advisor of such funds and their affiliation with KSL Capital Partners. In considering the recommendations of the Board to vote for the business combination proposal and the other proposals described in this proxy statement/prospectus/consent solicitation statement, EIC’s stockholders should consider these interests.

The exercise of EIC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Transactions may result in a conflict of interest when determining whether such changes to the terms of the Transactions or waivers of conditions are appropriate and in EIC’s stockholders’ best interest.

In the period leading up to the closing of the Transactions, events may occur that, pursuant to the Merger Agreement, would require EIC to agree to amend the Merger Agreement, to consent to certain actions taken by Blade or to waive rights that EIC is entitled to under the Merger Agreement.

Such events could arise because of changes in the course of Blade’s business, a request by Blade to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Blade’s business and would entitle EIC to terminate the Merger Agreement. In any of such circumstances, it would be at EIC’s discretion, acting through the Board, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for EIC and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus/consent solicitation statement, EIC does not believe there will be any material changes or waivers that EIC’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus/consent solicitation statement. EIC will circulate a new or amended proxy statement/prospectus/consent solicitation statement or supplement thereto if changes to the terms of the Transactions that would have a material impact on its stockholders are required prior to the vote on the business combination proposal.

Unless an extension of the completion window is sought, if EIC is unable to complete the Transactions or another initial business combination by September 17, 2021, EIC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Board, dissolving and liquidating. In such event, third parties may bring claims against EIC and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.

Under the terms of EIC’s current certificate of incorporation, EIC must complete a business combination before the end of the completion window, or EIC must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Board, dissolving and liquidating. In such event, third parties may bring claims against EIC. Although EIC has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of EIC’s public stockholders. If EIC is unable to complete a business combination within the completion window, Sponsor has agreed that it will be liable to EIC if and to the extent any claims by a vendor for services rendered or products sold to EIC, or a prospective target business with which EIC has discussed entering into a transaction agreement,

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reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third party claims. EIC has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of EIC. EIC has not asked the Sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Additionally, if EIC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if EIC otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, EIC may not be able to return to its public stockholders at least $10.00 per share.

EIC’s stockholders may be held liable for claims by third parties against EIC to the extent of distributions received by them.

Our amended and restated certificate of incorporation provides that we must complete our initial business combination by September 17, 2021. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive $10.00 per share, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “— Unless an extension of the completion window is sought, if EIC is unable to complete the Transactions or another initial business combination by September 17, 2021, EIC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Board, dissolving and liquidating. In such event, third parties may bring claims against EIC and, as a result, the proceeds held in the trust account could be reduced and the per share liquidation price received by stockholders could be less than $10.00 per share” and other risk factors in this section.

EIC cannot assure you that it will properly assess all claims that may be potentially brought against EIC. As such, EIC’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, EIC cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by EIC.

If EIC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by EIC’s stockholders.

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Furthermore, because EIC intends to distribute the proceeds held in the trust account to its public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, the Board may be viewed as having breached their fiduciary duties to EIC’s creditors and/or may have acted in bad faith, and thereby exposing itself and EIC to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. EIC cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing EIC stockholders to increase the likelihood of approval of the business combination proposal and the other proposals described in this proxy statement/prospectus/consent solicitation statement could have a depressive effect on EIC’s common stock.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding EIC or its securities, the Sponsor and EIC’s directors, officers, advisors and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of EIC common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Transactions where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on EIC’s common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares they own, either prior to or immediately after the special meeting.

EIC’s stockholders will experience dilution as a consequence of, among other transactions, the issuance of EIC Class A common stock as Merger Consideration and the PIPE Investment. Having a minority share position may reduce the influence that EIC’s current stockholders have on the management of EIC.

It is anticipated that, upon completion of the business combination, assuming that no shares of EIC Class A common stock are elected to be redeemed by EIC’s public stockholders, the concentration of ownership of EIC immediately following the consummation of the business combination will be as follows:

	Ownership Percentage(1)
EIC’s public stockholders (other than the PIPE Investors)		33.3%
PIPE Investors (other than the Sponsor and its affiliates)		12.7%
Sponsor (and its affiliates)		10.8%
Current holders of Blade Stock and Blade Options(2)		43.2%

(1)

(2)

These levels of ownership interest exclude the impact of the shares of EIC Class A common stock underlying the warrants and those reserved for issuance under the Incentive Plan.

Having a minority ownership interest in the post-combination company may reduce the influence that EIC’s public stockholders have on the management of EIC.

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A significant portion of the EIC Class A common stock following the business combination will be restricted from immediate resale, but may be sold into the market in the future. This could cause the market price of the EIC Class A common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of common stock in the public market could occur at any time following the consummation of the business combination. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the EIC Class A common stock.

Substantial future sales of shares of EIC Class A common stock could cause the market price of EIC Class A common stock to decline.

The market price of shares of EIC Class A common stock could decline as a result of substantial sales of EIC Class A common stock, particularly by our significant stockholders, a large number of shares of EIC Class A common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. After the business combination, it is anticipated that approximately 82,500,000 shares of EIC Class A common stock will be outstanding (assuming that no shares of EIC Class A common stock are elected to be redeemed by the public stockholders and the other assumptions described under “Unaudited Pro Forma Condensed Combined Financial Information”).

In connection with the Merger Agreement, EIC, the Sponsor and certain other parties thereto have entered into the Investor Rights Agreement, pursuant to which such stockholders will be entitled to, among other things, certain registration rights, including demand, piggy-back and shelf registration rights, subject to cut-back provisions. EIC may be required to register up to approximately 15 million shares of EIC Class A common stock pursuant to the Investor Rights Agreement. In addition, certain parties to the Investor Rights Agreement, including the Sponsor, have agreed not to sell, transfer, pledge or otherwise dispose of shares of EIC Class A common stock they hold or receive for certain time periods specified therein. In addition, pursuant to the terms of the PIPE Subscription Agreements, we have agreed to register the 12,500,000 shares of EIC Class A common stock issued in connection with the PIPE Investment following the closing of the Transactions. For a summary of the terms of the Investor Rights Agreement and the PIPE Subscription Agreements, please see the section entitled “Certain Other Agreements Relating to the Transactions.”

We may issue additional shares of EIC Class A common stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

We may issue additional shares of EIC Class A common stock or other equity securities of equal or senior rank in the future without stockholder approval in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under our Incentive Plan and in a number of other circumstances.

Our issuance of additional shares of EIC Class A common stock or other equity securities of equal or senior rank could have the following effects:

•

your proportionate ownership interest in EIC will decrease;

•

the relative voting strength of each previously outstanding share of common stock may be diminished; or

•

the market price of shares of EIC’s common stock may decline.

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We have no operating history and our results of operations and those of the post-combination company may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus/consent solicitation statement.

EIC is a blank check company with no operating history or results.

This proxy statement/prospectus/consent solicitation statement includes unaudited pro forma condensed combined financial statements for the post-combination company. The unaudited pro forma condensed combined statement of operations for the three months ended December 31, 2020 combines the historical unaudited condensed statement of operations of EIC for the three months ended December 31, 2020 with the historical unaudited condensed consolidated statement of operations of Blade for the three months ended December 31, 2020. The unaudited pro forma condensed combined statement of operations for the twelve months ended September 30, 2020 combines the unaudited condensed statement of operations of EIC for the twelve months ended September 30, 2020 with the historical audited consolidated statement of operations of Blade for the fiscal year ended September 30, 2020. The unaudited pro forma condensed combined statements of operations of the Combined Entity for the three months ended December 31, 2020 and twelve months ended September 30, 2020 are presented on a pro forma basis as if the Transactions had been consummated on October 1, 2019. The unaudited pro forma condensed combined balance sheet of the post-combination company combines the historical unaudited balance sheet of EIC as of December 31, 2020 and historical audited balance sheet of Blade as of December 31, 2020 and gives pro forma effect to the Transactions as if they had been consummated on December 31, 2020.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only, is based on certain assumptions, addresses a hypothetical situation and reflects limited historical financial data. Therefore, the unaudited pro forma condensed combined financial information is not necessarily indicative of the results of operations and financial position that would have been achieved had the Transactions been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the post-combination company. Accordingly, the post-combination company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus/consent solicitation statement. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Blade’s financial forecasts, which were provided to the Board and are included in this proxy statement / prospectus/consent solicitation statement, may not prove accurate.

In connection with the Transactions, certain forecasted financial information for Blade was provided to the Board, which was internally prepared and provided by Blade, and adjusted by Blade and EIC management and their representatives to take into consideration the consummation of the Transactions (assuming that no shares of EIC Class A common stock are elected to be redeemed by the public stockholders), as well as certain adjustments that were appropriate in their judgment and experience. The forecasts were based on numerous variables and assumptions known to Blade or EIC at the time of preparation. Such variables and assumptions are inherently uncertain and many are beyond the control of Blade or EIC. Important factors that may affect actual results and cause the forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to the businesses of Blade (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the competitive environment, changes in technology and general business and economic conditions. Various assumptions underlying the forecasts may prove to not have been, or may no longer be, accurate. The forecasts may not be realized, and actual results may be significantly higher or lower than projected in the forecasts. The forecasts also reflect assumptions as to certain business strategies or plans that are subject to change. As a result, the inclusion of such forecasts in this proxy statement/prospectus/consent solicitation statement should not be relied on as “guidance” or otherwise predictive of actual future events, and actual results may differ materially from the forecasts.

EIC and Blade have incurred and expect to incur significant costs associated with the business combination. Whether or not the business combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by EIC if the business combination is not completed.

EIC and Blade expect to incur significant costs associated with the business combination. EIC and Blade expect to incur approximately $32 million in expenses. Certain of these expenses will be payable even

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if the business combination is not completed and will reduce the amount of cash available to be used for other corporate purposes by EIC and Blade. As of the date hereof, EIC has less than $1.0 million of cash held outside of the trust account that is available to pay such expenses.

Even if EIC consummates the business combination, there is no guarantee that the Public Warrants will ever be in the money, and they may expire worthless.

The exercise price for Public Warrants is $11.50 per share of EIC Class A common stock. There is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the Public Warrants may expire worthless.

If EIC is unable to complete an initial business combination, EIC’s warrants may expire worthless.

Our ability to successfully effect the business combination and to be successful thereafter will be dependent upon the efforts of certain key personnel, including the key personnel of Blade whom we expect to stay with the post-combination business following the business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business and its financial condition could suffer as a result.

Our ability to successfully effect the business combination is dependent upon the efforts of our key personnel, including key personnel of Blade. Although some key personnel may remain with the post-combination business in senior management or advisory positions following the business combination, it is possible that we will lose some key personnel, the loss of which could negatively impact the operations and profitability of our post-combination business. We anticipate that some or all of the management of Blade will remain in place.

Blade’s success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. Departure by certain of Blade’s officers could have a material adverse effect on Blade’s business, financial condition, or operating results.

EIC and Blade will be subject to business uncertainties and contractual restrictions while the business combination is pending.

Uncertainty about the effect of the business combination on employees and third parties may have an adverse effect on EIC and Blade. These uncertainties may impair our or Blade’s ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the business combination, our or Blade’s business could be harmed.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•

changes in the valuation of our deferred tax assets and liabilities;

•

expected timing and amount of the release of any tax valuation allowances;

•

tax effects of stock-based compensation;

•

costs related to intercompany restructurings;

•

changes in tax laws, regulations or interpretations thereof; or

•

lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

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In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

If EIC’s due diligence investigation of the Blade business was inadequate, then stockholders of EIC following the business combination could lose some or all of their investment.

Even though EIC conducted a due diligence investigation of the Blade business, EIC cannot be sure that this diligence uncovered all material issues that may be present inside the Blade business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Blade business and outside of its control will not later arise.

Following the consummation of the business combination, EIC’s only significant asset will be its ownership interest in the Blade business and such ownership may not be sufficiently profitable or valuable to enable EIC to pay any dividends on the EIC Class A common stock or satisfy EIC’s other financial obligations.

Following the consummation of the business combination, EIC will have no direct operations and no significant assets other than its ownership interest in the Blade business. EIC will depend on the Blade business for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company and to pay any dividends with respect to the EIC Class A common stock. The earnings from, or other available assets of, the Blade business may not be sufficient to pay dividends or make distributions or loans to enable EIC to pay any dividends on the common stock or satisfy its other financial obligations.

Please see the sections titled “EIC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and “Blade’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more information.

The EIC charter that will be effective following the completion of the business combination designates a state court within the State of Delaware, to the fullest extent permitted by law, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by EIC stockholders, which could limit the ability of EIC stockholders to obtain a favorable judicial forum for disputes with EIC or with directors, officers or employees of EIC and may discourage stockholders from bringing such claims.

Under the EIC charter that will be effective following the completion of the business combination, unless EIC consents in writing to the selection of an alternative forum, the sole and exclusive forum will be the Court of Chancery of the State of Delaware (or, if such court does not have jurisdiction, the federal district court for the District of Delaware) for:

•

any derivative action or proceeding brought on behalf of EIC;

•

any action asserting a claim of breach of a fiduciary duty owed by, or any wrongdoing by, any current or former director, officer or employee of EIC to EIC or EIC’s stockholders;

•

any action asserting a claim against EIC or any current or former director or officer or other employee of EIC arising pursuant to any provision of the DGCL or EIC’s Certificate of Incorporation or bylaws (as either may be amended, restated, modified, supplemented or waived from time to time); and

•

any action asserting a claim against EIC or any current or former director or officer or other employee of EIC governed by the internal affairs doctrine, or any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL.

For the avoidance of doubt, the foregoing provisions of the EIC charter will not apply to any action or proceeding asserting a claim under the Securities Act or the Exchange Act. In addition, the EIC Charter provides that, unless EIC consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. These provisions of the EIC charter could limit the ability of EIC stockholders to obtain a favorable judicial forum for certain disputes with EIC or with

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its current or former directors, officers or other employees, which may discourage such lawsuits against EIC and its current or former directors, officers and employees. Alternatively, if a court were to find these provisions of the EIC charter inapplicable to, or unenforceable in respect of, one or more of the types of actions or proceedings listed above (including causes of action arising under the Securities Act), EIC may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition and results of operations.

Subsequent to the completion of the business combination, EIC may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on EIC’s financial condition, results of operations and EIC’s stock price, which could cause you to lose some or all of your investment.

Although EIC has conducted due diligence on the Blade business, EIC cannot assure you that this diligence will surface all material issues that may be present in such business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Blade business and outside of EIC’s and Blade’s control will not later arise. As a result of these factors, EIC may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if EIC’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with EIC’s risk analysis. Even though these charges may be non-cash items and not have an immediate impact on EIC’s liquidity, charges of this nature could contribute to negative market perceptions about EIC or its securities. Accordingly, any of EIC’s stockholders who choose to remain stockholders of EIC following the business combination could suffer a reduction in the value of their shares.

A market for EIC’s securities may not continue, which would adversely affect the liquidity and price of EIC’s securities.

Following the business combination, the price of EIC’s securities may fluctuate significantly due to the market’s reaction to the business combination and general market and economic conditions. An active trading market for EIC’s securities following the business combination may never develop or, if developed, it may not be sustained. In addition, the price of EIC’s securities after the business combination can vary due to general economic conditions and forecasts, EIC’s general business condition and the release of EIC’s financial reports. Additionally, if EIC’s securities become delisted from the Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of EIC’s securities may be more limited than if EIC was quoted or listed on the Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If the business combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of EIC’s securities may decline.

If the benefits of the business combination do not meet the expectations of investors, stockholders or securities analysts, the market price of EIC’s securities following the consummation of the business combination may decline. The market values of EIC’s securities at the time of the business combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus/consent solicitation statement, or the date on which EIC’s stockholders vote on the business combination.

	Page
Frequently Used Terms		1
Summary of the Material Terms of the Transactions		4
Questions and Answers		7
Summary		21
EIC’s Summary Historical Financial Information		35
Blade’s Summary Historical Financial Information		36
Summary Unaudited Pro Forma Condensed Combined Financial Information		38
Summary Comparative Per Share Data		40
Cautionary Note Regarding Forward-Looking Statements		42
Risk Factors		44
Special Meeting of EIC Stockholders		81
Blade’s Solicitation of Written Consents		86
The Merger		88
The Merger Agreement		118
Certain Other Agreements Relating to the Transactions		128
Proposal No. 1 — The Business Combination Proposal		131
Proposal No. 2 — The Charter Proposal		132
Proposal No. 3 — The Governance Proposal		134
Proposal No. 4 — The Incentive Plan Proposal		137
Proposal No. 5 — The Director Election Proposal		144
Proposal No. 6 — The Nasdaq Proposal		145
Proposal No. 7 — The Adjournment Proposal		147
EIC’s Selected Historical Financial Information		148
Blade’s Selected Historical Financial Information		149
Unaudited Pro Forma Condensed Combined Financial Information		151
EIC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations		163
Information About EIC		167
Management of EIC		175
Management After the Business Combination		183
Executive Compensation of EIC Following the Business Combination		188
Blade’s Management’s Discussion and Analysis of Financial Condition and Results of Operations		194
Information About Blade		205
Description of EIC’s Securities		218
Comparison of Corporate Governance and Stockholder Rights		230
Price Range of Securities and Dividends		234
Beneficial Ownership of Securities		235
Certain Relationships and Related Person Transactions		241
Securities Act Restrictions on Resale of EIC’s Securities		244
Appraisal Rights		246
Submission of Stockholder Proposals		250
Future Stockholder Proposals		250

	Page
Other Stockholder Communications		250
Delivery of Documents to Stockholders		250
Experts		250
Legal Matters		251
Where You Can Find More Information		251
Index to Financial Statements		F-1
Annexes
Annex A — Merger Agreement		A-1
Annex B — Form of Investor Rights Agreement		B-1
Annex C — Form of Support Agreement		C-1
Annex D — Form of Sponsor Letter Agreement		D-1
Annex E — Form of 2021 Omnibus Incentive Plan		E-1
Annex F — Form of Second Amended and Restated Certificate of Incorporation		F-1
Annex G — Form of Amended and Restated Bylaws		G-1
Annex H — Form of PIPE Subscription Agreement		H-1
Annex I — General Corporation Law of the State of Delaware Section 262		I-1