Commitments and Contingencies |
9 Months Ended | |||||||||||||||||||||||||||
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Sep. 30, 2026 | ||||||||||||||||||||||||||||
| Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||
| Commitments and Contingencies | Commitments and Contingencies Commitments
As of September 30, 2026, the Company had $13 million of unconditional purchase obligations with remaining terms in excess of one year. These obligations primarily relate to the Company’s purchase agreements for certain aircraft parts through 2029.
The Company has contractual relationships with various aircraft operators to provide aircraft service for the Blade chartered flights. Under these capacity purchase agreements (“CPAs”), the Company pays the operator contractually agreed fees (carrier costs) for operating these flights. The fees are generally based on fixed hourly rates for flight time multiplied by hours flown. Under these CPAs, the Company is also responsible for landing fees and other costs, which are either passed through by the operator to the Company without any markup or directly incurred by the Company.
As of September 30, 2026, the Company has remaining unfulfilled obligations under agreements with various aircraft operators to provide aircraft service. The remaining unfulfilled obligation includes amounts within operating lease liability related to aircraft leases embedded within its capacity purchase agreements as included in the operating right-of-use asset and lease liability.
These future unfulfilled obligations were as follows:
Pending acquisition of Resonant Sciences
On August 8, 2026, the Company entered into an agreement to acquire Strix Holdings, Inc., which, through its subsidiaries, owns Resonant Sciences, LLC, for a base purchase price of $500.0 million, subject to customary adjustments, payable primarily in cash, with approximately $50.0 million expected to be payable in shares of the Company's common stock. The closing is subject to customary conditions, including the receipt of specified regulatory and national security approvals. As of September 30, 2026, the acquisition had not closed.
Infrastructure Arrangement Capital Commitment
In July 2026, a wholly-owned subsidiary of the Company entered into an agreement with Integrated Solutions Holdings, LLC, an affiliate of Atoms, to jointly acquire, develop, own and operate vertiport infrastructure in the United States. Under the agreement, the Company has committed to contribute up to $50.0 million. Additional contributions are required only to fund investments jointly approved by the parties. As of September 30, 2026, the Company had contributed $1.0 million and its remaining unfunded commitment was $49.0 million. The timing and amount of any future contributions will depend on the investments approved.
Legal proceedings
The Company is subject to claims and assessments from time to time in the ordinary course of business. Accruals for litigation and contingencies are reflected in the Condensed Consolidated Financial Statements based on management’s assessment, including the advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential losses from any claims or legal proceedings are considered probable and the amounts can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount can be reasonably estimated. Accruals are based only on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s condensed consolidated results of operations in a given period. As of September 30, 2026, the Company was not involved in any material legal proceedings except as noted below:
Archer Litigation
On November 18, 2025, the Company filed a complaint in the Superior Court of the State of California for the County of Santa Cruz against Archer Aviation, Inc. (“Archer”) and George Kivork alleging, among other things, breach of contract, misappropriation of trade secrets, and interference with contract and prospective economic advantage related to the improper acquisition, retention, and use of our confidential and proprietary business information and trade secrets. The complaint requests damages, disgorgement and restitution, injunctive relief, and attorneys’ fees, costs and expenses. This lawsuit was removed to the United States District Court, Northern District of California, where it remains pending. On January 23, 2026, Archer and Mr. Kivork filed motions to dismiss the complaint. On March 9, 2026, Archer filed counterclaims against us alleging false advertising and unfair competition. The Company filed a motion to dismiss Archer’s counterclaims on April 6, 2026. On June 5, 2026, the court granted the Company’s motion to dismiss and dismissed Archer’s counterclaims in their entirety, with leave to amend. The court also granted in part Archer’s motion to dismiss certain of the Company’s claims. The Company filed its first amended complaint and Archer filed amended counterclaims in June 2026, and each subsequently filed motions to dismiss.
On September 29, 2026, the court granted the Company’s motion to dismiss Archer’s counterclaims with prejudice. The court also granted in part, with leave to amend, and denied in part, Archer’s motion to dismiss. The Company filed a second amended complaint on October 6, 2026, and on October 20, 2026, Archer and Mr. Kivork filed answers. The Company intends to aggressively pursue its claims against Archer and Mr. Kivork.
On March 10, 2026, Archer filed a Section 337 complaint with the U.S. International Trade Commission (ITC) seeking an Exclusion Order to block the Company from importing electric aircraft, power systems, and related components into the United States that allegedly infringe 5 Archer patents. The ITC instituted an investigation pursuant to Archer’s complaint on April 9, 2026, and assigned Administrative Law Judge (“ALJ”) Doris Johnson Hines to preside over the matter. Fact discovery has closed and the investigation is currently in expert discovery. The ALJ granted a motion terminating the investigation as to one patent. Only four patents remain in the investigation. The evidentiary hearing is scheduled for January 2027, with the ALJ’s Initial Determination expected by May 14, 2027. The ITC’s final decision, which can affirm, reverse, or modify the ALJ’s Initial Determination, is scheduled to be issued by September 14, 2027. The Company intends to aggressively defend against Archer’s claims.
Aerosonic Litigation
On March 7, 2025, Aerosonic LLC filed a complaint against Joby Aero, Inc. in the U.S. District Court for the Middle District of Florida alleging breach of contract and misappropriation of trade secrets relating to air data probes. On October 2, 2026, the jury returned an adverse verdict awarding Aerosonic $116.9 million in damages. The Company strongly disagrees with the verdict, believes it is unsupported by the evidence and inconsistent with applicable law, and intends to vigorously pursue available post-trial and appellate remedies, including motions for judgment as a matter of law. On November 2, 2026, Aerosonic filed a motion seeking injunctive relief.
Based on the facts and circumstances, including the Company's assessment of its post-trial and appellate remedies through which it intends to challenge both the finding of liability and damages, the Company concluded that a loss was not probable as of September 30, 2026 and, accordingly, has not recorded a liability for this matter. The Company believes that a loss is reasonably possible, but, given the uncertainty surrounding post-trial and appellate motions, cannot reasonably estimate the amount of any ultimate loss, including post-judgment interest and any attorneys' fees or other relief that may be awarded.
Indemnifications
In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. The Company has indemnified its Board of Directors and officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or officer, other than liabilities arising from willful misconduct of the individual. The Company currently has directors’ and officers’ insurance. The Company did not record any liabilities in connection with these possible obligations as of September 30, 2026 and December 31, 2025.
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