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Washington, D.C. 20549









Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934


February 27, 2023

Date of Report (date of earliest event reported)





(Exact name of registrant as specified in its charter)




Delaware 001-39046 84-1890381
(State or other jurisdiction of
incorporation or organization)
(Commission File Number) (I.R.S. Employer Identification


55 Hudson Yards, 14th Floor

New York, NY 10001

(Address of principal executive offices and zip code)



(Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol   Name of each exchange on
which registered
Common Stock, par value $0.0001 per share   BLDE   The Nasdaq Stock Market
Warrants, each exercisable for one share of Common Stock at a price of $11.50   BLDEW   The Nasdaq Stock Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.


Emerging growth company x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 8.01 - Other Events


As Blade Air Mobility, Inc. (the “Company”) previously announced on its Form 8-K filed on February 13, 2023, the Company filed a petition on February 8, 2023 in the Delaware Court of Chancery (the “Court of Chancery”) under Section 205 of the Delaware General Corporation Law (the “Petition”) in order to resolve potential uncertainty with respect to the Company’s capitalization resulting from a recent Court of Chancery ruling. The Court of Chancery set a hearing date for February 27, 2023.


On February 27, 2023, the hearing took place and the Court of Chancery approved the Company’s request for relief. The Court of Chancery then entered an order under Section 205 of the Delaware General Corporation Law on February 28, 2023 (i) declaring the Company’s Second Amended and Restated Certificate of Incorporation (the “Current Certificate of Incorporation”), including the filing and effectiveness thereof, as validated and declared effective as of to the time of its filing with the Office of the Secretary of State of the State of Delaware on May 7, 2021 and (ii) ordering that all securities of the Company issued in reliance on the effectiveness of the Current Certificate of Incorporation are validated and declared effective as of the date and time of the original issuance of such securities.







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: February 28, 2023 By: /s/ William A. Heyburn
  Name: William A. Heyburn
  Title: Chief Financial Officer