Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events On July 4, 2025, the United States enacted tax reform legislation through the One Big Beautiful Bill Act (“legislation”). Included in this legislation are provisions that allow for the immediate expensing of domestic United States research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S. taxation of profits derived from foreign operations. As a result of the enactment of the legislation, the Company does not expect any material changes to tax expense or cash tax during the third and fourth quarters of 2025, mainly as a result of the taxable loss position and valuation allowance the Company has on its deferred tax assets.
On July 17, 2025, the Triggering Event described in Note 6 occurred when the volume-weighted average price of the Company’s common stock quoted on the NYSE for 20 trading days within a period of 30 consecutive trading days
exceeded $12.00 resulting in vesting of 3,426,000 Earnout Shares. Starting from the Triggering Event date, these vested shares are no longer required to be remeasured at each reporting date and are recorded as equity.
On August 1, 2025, the Company entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) by and among the Company, Joby Aero, Inc. (“Aero”), Blade Air Mobility, Inc. (“Seller”), Trinity Medical Intermediate II, Inc., (“NewCo”), and Blade Urban Air Mobility, Inc. (the “Blade Subsidiary” and together with Seller and NewCo, “Blade”), pursuant to which Aero will purchase Blade’s passenger segment and operations. The Equity Purchase Agreement provides, among other things, subject to the satisfaction or waiver of certain closing conditions, that Aero will pay an aggregate amount up to $125.0 million as consideration, which includes (i) approximately $80.0 million in consideration payable upon closing of the acquisition, subject to certain adjustments as set forth in the Equity Purchase Agreement, (ii) up to $10.0 million in consideration that will be withheld by the Company for 18 months as partial security for, and subject to reduction in respect of, certain indemnification obligations under the Equity Purchase Agreement, (iii) up to $17.5 million in consideration that will become payable, if at all, subject to the achievement of certain EBITDA milestones by the acquired operations during the 12-month period following the closing of the acquisition and (iv) up to $17.5 million in consideration that will become payable, if at all, subject to retention of certain key personnel of the acquired operations during the 18-month period following the closing of the acquisition. All or any portion of such payment obligations may be paid, at Aero’s election, in cash or in shares of the Company’s common stock, with any such common stock issued at a per share price equal to the average of the daily volume-weighted average sales price per share on the NYSE, for each of the (10) consecutive trading days ending on the trading day preceding the date on which Aero becomes obligated to make the applicable payment. The closing of the acquisition contemplated by the Equity Purchase Agreement is expected to occur before the end of the third quarter of 2025 and is subject to risks and uncertainties (refer Part II, Item 1A “Risk Factors” for additional details).
From July 1, 2025, through August 4, 2025, 2,869,503 Public Warrants described in Note 6 were exercised resulting in proceeds of $33.0 million. Starting from the exercise dates, these Public Warrants are no longer required to be remeasured at each reporting date and will be recorded as equity.
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