Securities Registration: Employee Benefit Plan (s-8)
15 Julio 2021 - 3:39PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on July 15, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BLADE AIR MOBILITY, INC.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
31 Hudson Yards, 11th Floor
New
York, NY
(Address of principal executive offices)
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84-1890381
(IRS Employer
Identification Number)
10001
(Zip code)
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2021 Omnibus Incentive Plan of Blade Air Mobility, Inc.
Fly
Blade, Inc. 2015 Equity Incentive Plan
(Full title of the Plan)
Melissa M. Tomkiel
President and General Counsel
31 Hudson Yards, 11th Floor
New York, NY 10001
(Name and address of agent for
service)
(212) 967-1009
(Telephone number, including area code, of agent
for service)
Copies to:
Daniel L. Forman
Karen J. Garnett
Proskauer Rose LLP
Eleven Times Square
New York, NY 10036
Tel: (212) 969-3000
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Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging growth company
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x
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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 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
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Amount to be
Registered(1)
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Proposed
maximum
offering price
per share
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Proposed maximum
aggregate offering
price
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Amount of
registration
fee(2)
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Class A common stock, $0.0001 par value per share, approved for issuance pursuant to the Blade Air Mobility, Inc. 2021 Omnibus Incentive Plan
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9,306,968
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(3)
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$
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9.18
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(4)
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$
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85,437,966.24
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$
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9,321.28
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Class A common stock, $0.0001 par value per share, underlying restricted stock awards issued under the Fly Blade, Inc. 2015 Equity Incentive Plan
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739,535
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(5)
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$
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9.18
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(4)
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$
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6,788,931.30
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$
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740.67
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Class A common stock, $0.0001 par value per share, underlying stock option awards outstanding under the Fly Blade, Inc. 2015 Equity Incentive Plan
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9,689,826
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(6)
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$
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0.20
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(7)
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$
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1,937,965.20
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$
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211.43
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Class A common stock, $0.0001 par value per share
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50,960
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(8)
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$
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9.18
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(4)
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$
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467,812.80
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$
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51.04
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TOTAL:
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19,787,289
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$
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10,324.42
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(1)
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Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover
any additional shares of the Registrant’s Class A common stock, par value $0.0001 per share (the “Common Stock”)
that become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction effected without the
receipt of consideration that results in an increase to the number of the Registrant’s outstanding shares of Common Stock.
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(2)
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The registration fee for the securities registered hereby has been calculated pursuant to Section 6(b) of
the Securities Act of 1933, as amended (the “Securities Act”) based on a rate of $109.10 per $1,000,000 of the proposed maximum
aggregate offering price.
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(3)
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Represents shares of Common Stock reserved for future issuance under the Blade Air Mobility Inc. 2021
Omnibus Incentive Plan (the “2021 Plan”). In addition to the shares registered under the 2021 Plan, to the extent that awards
outstanding under the Fly Blade, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) expire or are canceled, forfeited,
terminated, settled in cash or otherwise settled without issuance to the award holder of the full number of shares to which the award
relates, the number of shares underlying such awards will be available for future grant under the 2021 Plan. The 2021 Plan provides that
an additional number of shares will automatically be added to the shares authorized for issuance under the 2021 Plan on January 1
of each year (beginning January 1, 2022). The number of shares added each year will equal the least of: (i) 4,653,484 shares,
(ii) 5% of the outstanding shares on the immediately preceding December 31 or (iii) such amount as determined by the Registrant’s
Board of Directors (the “Board”).
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(4)
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Estimated solely for purposes of calculating the registration fee according to Rule 457(h) under the Securities Act based
on the average of the high and low prices of the Common Stock quoted on the Nasdaq Stock Market on July 12, 2021.
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(5)
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Represents restricted shares of Common Stock issued in respect of restricted stock awards issued under
the 2015 Plan as of July 15, 2021. No further grants will be made under the 2015 Plan.
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(6)
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Represents shares of Common Stock issuable upon the exercise of outstanding stock option awards under
the 2015 Plan as of July 15, 2021. No further grants will be made under the 2015 Plan.
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(7)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of
the Securities Act, and based on $0.20, the weighted average exercise price (rounded to the nearest cent) of the outstanding stock option
awards granted under the 2015 Plan as of July 15, 2021.
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(8)
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Represents restricted shares of Common Stock granted to Kenneth Lerer pursuant to a Restricted Stock Agreement
between Blade Urban Air Mobility, Inc., the predecessor to the business of the Registrant, and Mr. Lerer, dated as of March 5,
2021 (the “Restricted Stock Agreement”). See “Explanatory Note” below.
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EXPLANATORY NOTE
Pursuant
to the Restricted Stock Agreement, Blade Urban Air Mobility, Inc., the predecessor to the business of the Registrant, granted
Mr. Lerer shares of restricted stock outside of the 2015 Plan. The terms and conditions of the award are consistent with the terms
and conditions of other restricted stock awards granted under the 2015 Plan.
PART I
INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
The information specified in Part I of Form S-8
is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions
of Rule 428 under the Securities Act, and the introductory note to Part I of Form S-8. The information specified in Part I
of Form S-8 will be delivered to the participants in the 2021 Plan covered by this Registration Statement as specified by Rule 428(b)(1) under
the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”)
either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In this registration statement,
Blade Air Mobility, Inc. is sometimes referred to as the “Company,” “we,” “us” or “our.”
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Item 3.
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Incorporation of Documents by Reference.
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The following documents, which the Company has
previously filed with the Commission, are hereby incorporated by reference into this Registration Statement (excluding any information
that is deemed to have been “furnished” and not “filed” with the Commission, including any Item 2.02 or Item 7.01
of any Current Report on Form 8-K):
In addition, all documents and reports subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) (excluding any information that is deemed to have been “furnished” and not “filed” with the Commission,
including any Item 2.02 or Item 7.01 of any Current Report on Form 8-K), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof from the date of filing of such documents or reports. Any statement
contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Item 4.
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Description of Securities.
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel.
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None.
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Item 6.
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Indemnification of Directors and Officers.
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Section 145 of the Delaware General Corporation
Law (the “DGCL”), permits a corporation to indemnify its directors and officers against expenses, including attorneys’
fees, judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or
proceeding brought by third parties. The directors or officers must have acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason
to believe their conduct was unlawful. In a derivative action, an action only by or in the right of the corporation, indemnification may
be made only for expenses, including attorney’s fees, actually and reasonably incurred by directors and officers in connection with
the defense or settlement of an action or suit, and only with respect to a matter as to which they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification shall be made if such person
shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was
brought determines upon application that the defendant officers or directors are fairly and reasonably entitled to indemnity for such
expenses despite such adjudication of liability. The amended and restated certificate of incorporation and the amended and restated bylaws
of the registrant provide that the registrant may indemnify its directors, officers, employees or agents to the fullest extent permitted
by applicable law.
Section 102(b)(7) of the DGCL permits
a corporation to provide in its charter that a director of the corporation shall not be personally liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s
duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) for payments of unlawful dividends or unlawful stock purchases or redemptions or (4) for
any transaction from which the director derived an improper personal benefit. The current certificate of incorporation of the registrant
provide for such limitation of liability.
The Registrant has entered into indemnification
agreements with each of our directors and officers in which we have agreed to indemnify and hold harmless, and also advance expenses as
incurred, to the fullest extent permitted under applicable law, against all expenses, losses and liabilities incurred by the indemnitee
or on the indemnitee’s behalf arising from the fact that such person is or was a director, officer, employee or agent of our company
or our subsidiaries.
The indemnification rights set forth above shall
not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, our amended and restated
certificate of incorporation, our amended and restated bylaws, any agreement, any vote of stockholders or disinterested directors or otherwise.
We maintain standard policies of insurance that
provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful
act and (2) to us with respect to indemnification payments that we may make to such directors and officers.
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Item 7.
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Exemption from Registration Claimed.
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Not applicable.
See attached Exhibit Index.
(a) The
undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this
Registration Statement:
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(i)
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to include any prospectus required by section 10(a)(3) of the Securities Act;
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(ii)
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to reflect in the prospectus any facts or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and
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(iii)
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to include any material information with respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such information in the Registration Statement;
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provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
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(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of
such issue.
EXHIBIT INDEX
Exhibit No
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Description
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3.1
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Form of Second Amended and Restated Certificate of Incorporation (incorporated by reference to Annex F to the Company’s proxy statement/prospectus/consent solicitation statement on Form S-4 filed with the Commission on April 6, 2021)
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3.2
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Form of Amended and Restated Bylaws (incorporated by reference to Annex G to the Company’s proxy statement/prospectus/consent solicitation statement on Form S-4 filed with the Commission on April 6, 2021)
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4.1
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Specimen Class A common stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s proxy statement/prospectus/consent solicitation statement on Form S-4 filed with the Commission on March 10, 2021
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4.2
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Specimen Warrant Certificate (incorporated by reference to Exhibit 4.2 to the Company’s proxy statement/prospectus/consent solicitation statement on Form S-4 filed with the Commission on March 10, 2021)
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4.3
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Warrant Agreement, dated September 12, 2019, by and between Experience Investment Corp. and American Stock Transfer & Trust Company, LLC, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 18, 2019)
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5.1*
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Opinion of Proskauer Rose LLP regarding legality of securities being registered
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23.1*
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Consent of Proskauer Rose LLP (included in Exhibit 5.1)
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23.2*
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Consent of Marcum LLP
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23.3*
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Consent of Marcum LLP
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24.1*
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Power of Attorney (included on signature page hereto)
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99.1
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Form of 2021 Omnibus Incentive Plan (incorporated by reference to Annex E to the Registrant’s proxy statement/prospectus/consent solicitation statement on Form S-4 filed with the Commission on January 29, 2021)
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99.2
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FlyBlade, Inc. 2015 Equity Incentive Plan ( incorporated by reference to Exhibit 10.7 to the Registrant’s proxy statement/prospectus/consent solicitation statement on Form S-4 filed with the Commission on January 29, 2021)
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SIGNATURES
Pursuant to the requirements of the Securities
Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on July 15, 2021.
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BLADE AIR MOBILITY, INC.
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By:
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/s/ Robert S. Wiesenthal
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Name:
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Robert S. Wiesenthal
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Title:
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below hereby constitutes and appoints Robert S. Wiesenthal and Melissa M. Tomkiel, acting alone or together
with another attorney-in-fact, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments
to the Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under
the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission,
and does hereby grant unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any substitute therefor, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this Registration Statement and Power of Attorney has been signed by the following persons in the capacities and on the dates indicated.
Signatures
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Title
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Date
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/s/
Robert S. Wiesenthal
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Robert
S. Wiesenthal
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Chief Executive Officer and Director (Principal Executive
Officer)
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July 15,
2021
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/s/
William A. Heyburn
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William
A. Heyburn
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Chief Financial Officer (Principal Financial Officer)
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July 15,
2021
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/s/Amir
Cohen
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Amir Cohen
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Chief Accounting Officer (Principal Accounting Officer)
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July 15,
2021
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/s/
Eric Affeldt
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Eric Affeldt
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Director
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July 15,
2021
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/s/
Jane Garvey
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Jane Garvey
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Director
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July 15,
2021
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/s/
Kenneth Lerer
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Kenneth
Lerer
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Director
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July 15,
2021
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/s/
Susan Lyne
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Susan Lyne
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Director
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July 15,
2021
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/s/
Edward Philip
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Edward
Philip
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Director
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July 15,
2021
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/s/
David Zaslav
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David Zaslav
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Director
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July 15,
2021
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