8-K
Strata Critical Medical, Inc. (SRTA)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
**Pursuantto Section 13 or 15(**d) ofthe
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):September 17, 2021
BLADE AIR MOBILITY,
INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39046 | 84-1890381 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
499 East 34th Street
New York, NY 10016
(Address of principal executive offices, including zip code)
(212) 967-1009
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K 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)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | TradingSymbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A common stock, par value $0.0001 per share | BLDE | The Nasdaq Stock Market LLC |
| Warrants,each exercisable for one share of Class A Common Stock at a price of $11.50 **** | BLDEW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 7.01 | Regulation FD Disclosure. |
|---|
On September 17, 2021, Blade issued a press release announcing the completion of its previously announced acquisition of Trinity Air Medical, Inc. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Exhibit |
|---|---|
| 99.1 | Press Release, dated September 17, 2021 |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101). |
SIGNATURE
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.
| BLADE AIR MOBILITY, INC. | ||
|---|---|---|
| Dated: September 17, 2021 | By: | /s/ William A. Heyburn |
| Name: | William A. Heyburn | |
| Title: | Chief Financial Officer |
Exhibit 99.1
BLADE AIR MOBILITY COMPLETES ACQUISITION OFTRINITY AIR MEDICAL, INC.
New York, NY and Phoenix, AZ (September 17, 2021) – Blade Air Mobility, Inc. (Nasdaq: BLDE, “Blade” or the “Company”), a technology-powered global air mobility platform, today announced the completion of the previously announced transaction to acquire Trinity Air Medical, Inc. (“Trinity”), a nationwide, multi-modal organ logistics and transportation company.
On September 9, 2021, Blade announced that the Company had signed a definitive agreement to acquire Trinity, subject to customary closing conditions. Under the terms of the agreement, Blade has purchased 100% of the capital stock of Trinity—which generated revenues of approximately $16 million in calendar year 2020—for an upfront purchase price of approximately $23 million and potential additional contingent consideration based on the achievement by Trinity of certain EBITDA growth targets over a three-year period, subject to customary purchase price adjustments. The transaction was completed on September 15, 2021.
Advisors
White & Case LLP, led by partners Bill Parish in Houston and Mort Pierce in New York, acted as legal advisors to Blade. Kristy Frame of Frame Law, PLLC acted as legal advisor to Trinity and Kevin Seabolt of Seabolt & Vincent, LLP acted as financial advisor to Trinity.
About Blade Urban Air Mobility
Blade is a technology-powered, global air mobility platform committed to reducing travel friction by providing cost-effective air transportation alternatives to some of the most congested ground routes in the U.S. and abroad. Today, the company predominantly uses helicopters and amphibious aircraft. Its asset-light model, coupled with its exclusive passenger terminal infrastructure, is designed to facilitate a seamless transition to Electric Vertical Aircraft ("EVA" or “eVTOL”), enabling lower cost air mobility to the public that is both quiet and emission-free.
For more information, visit www.blade.com.
About Trinity Air Medical
Trinity Air Medical, with headquarters in Tempe, Arizona, was founded by healthcare professionals who recognized a need for a professional and reliable organ logistics and transportation service. Trinity’s mission is to partner with organ procurement organizations and organ transplant centers around the United States to maximize organs available for transplant.
For more information, visit www.trinityairmedical.com.
Press Contacts
For Media Relations
Phil Denning / Nora Flaherty
BladeMediaRelations@icrinc.com
Investor Relations
Mike Callahan / Tom Cook
BladeIR@icrinc.com
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