Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events On August 1, 2025, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) among the Company, Trinity Medical Intermediate II, Inc., a Delaware corporation and wholly owned subsidiary of the Company, Blade Urban Air Mobility, Inc., a Delaware corporation and wholly owned subsidiary of the Company, Joby Aviation, Inc., a Delaware corporation (“Joby Aviation”), and Joby Aero, Inc., a Delaware corporation and wholly owned subsidiary of Joby Aviation (the “Joby Buyer”), pursuant to which, following a series of restructuring activities designed to separate Blade’s Passenger business from the rest of the Company’s businesses, the Joby Buyer will acquire the Blade Passenger business. The Passenger business acquired by the Joby Buyer pursuant to the Purchase Agreement shall consist of Blade’s business of offering, selling, promoting, marketing, planning, booking, brokering, coordinating and arranging the transportation of passengers on aircraft operated by other entities and related ground transportation services. The consideration to be paid to the Company will be comprised of up to $125 million in cash or shares of Joby Aviation’s common stock, par value $0.0001 per share (the “Buyer Shares”), at the Joby Buyer’s option, of which the Company will receive $90 million upon the consummation of the transactions contemplated by the Purchase Agreement (the “Closing”), subject to certain adjustments and customary indemnity holdbacks as described in the Purchase Agreement, and up to $35.0 million (the “earn out”) to be received upon the satisfaction of certain employee retention and financial performance targets described in the Purchase Agreement during the 18 and 12 months, respectively, following the Closing. The number of Buyer Shares issued to the Company, if any, shall be based on the average of the daily volume-weighted average sales price per Buyer Share on the New York Stock Exchange for each of the ten consecutive trading days ending on and including the first trading day preceding the date of Closing or, with respect to the earn out, the applicable measurement dates described in the Purchase Agreement. The consummation of the transactions contemplated by the Purchase
Agreement, including the transactions contemplated by certain ancillary agreements described therein are subject to the satisfaction or waiver of certain closing conditions. The sale, if consummated, is expected to qualify as a discontinued operation under ASC 205-20 and would be reflected as such in future financial statements upon closing. The Passenger business acquired by the Joby Buyer includes all operations currently reported within the Passenger segment, as well as certain assets and activities currently reported within unallocated corporate expenses and software development. These include certain software development personnel, Company CEO related costs and headquarter lease costs.
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