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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-K


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-39046

~~BLADE~~STRATA ~~AIR~~CRITICAL ~~MOBILITY~~MEDICAL, INC.

(Exact name of registrant as specified in its charter)


Delaware						84-1890381
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

31 Hudson Yards, 14th Floor New York, NY,						10001
(Address of principal executive offices)						(Zip Code)

(~~212~~585) ~~967~~301-~~1009~~1762 (Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class

Trading Symbol(s)

Name of each exchange onwhich registered

Common Stock, $0.0001 par value per share

~~BLDE~~SRTA

The Nasdaq Stock Market

Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share

~~BLDEW~~SRTAW

The Nasdaq Stock Market

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 ☐			Accelerated filer ☒
Non-accelerated filer ☐			Smaller reporting company ☒
			Emerging growth company ☐

If an emerging growth company, indicate by checkmark 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 ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes ☐ No ☒

As of June 30, ~~2024~~2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common stock held by non-affiliates, computed by reference to the closing sales price of $34.4803 per share, was approximately $~~214~~263.49 million.

The Registrant had 7986,~~694~~989,~~028~~143 shares of common stock outstanding as of ~~March~~February 324, ~~2025~~2026.

____________________________

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to its annual meeting of stockholders to be held in ~~2025 (the “2025 Annual Meeting”)~~2026, to be filed with the Securities and Exchange Commission (the “SEC”) within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates, are incorporated herein by reference where indicated. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, such proxy statement is not deemed to be filed as part hereof.

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~~BLADE~~STRATA ~~AIR~~CRITICAL ~~MOBILITY~~MEDICAL, INC.

FORM 10-K

TABLE OF CONTENTS

		Page
PART I		5
	Item 1. Business	5
	Item 1A. Risk Factors	10
	Item 1B. Unresolved Staff Comments	3633
	Item 1C. Cybersecurity	3634
	Item 2. Properties	3735
	Item 3. Legal Proceedings	3735
	Item 4. Mine Safety Disclosures	3835
PART II		3835
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3836
	Item 6. [Reserved]	3836
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3836
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk	5650
	Item 8. Financial Statements and Supplementary Data	5650
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5650
	Item 9A. Controls and Procedures	5650
	Item 9B. Other Information	5851
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	5852
PART III		5852
	Item 10. Directors, Executive Officers and Corporate Governance	5852
	Item 11. Executive Compensation	6152
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	6152
	Item 13. Certain Relationships and Related Transactions, and Director Independence	6152
	Item 14. Principal Accountant Fees and Services	6152
PART IV		6152
	Item 15. Exhibits and Financial Statement Schedules	6152
	Item 16. Form 10-K Summary	6263
SIGNATURES		63

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NOTE REGARDING FORWARD–LOOKING STATEMENTS AND RISK FACTOR SUMMARY

This Annual Report on Form 10-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified using forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “seeks”, “projects”, “intends”, plans”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in several places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies, and the markets in which we operate ~~and the development of Electric Vertical Aircraft (“EVA”) technology~~. Such forward-looking statements are based on available current market material and management’s expectations, beliefs, and forecasts concerning future events impacting us and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

Our operations and financial results are subject to various risks and uncertainties. The following are among those factors, but are not the only factors, that could adversely affect us and/or that may cause actual results to differ materially from such forward-looking statements:

Risks Related to Our Business and Growth Strategy

•continued ~~occurrence of~~ net losses, ~~which~~or wefailure ~~have~~to ~~experienced~~achieve ~~since~~or ~~inception~~maintain profitability;

•~~any~~our ~~adverse~~ability ~~publicity~~to ~~stemming~~realize ~~from~~the ~~accidents~~anticipated ~~involving~~benefits ~~small~~of ~~aircraft~~strategic transactions, ~~helicopters~~including orthe ~~charter~~recently ~~flights~~completed divestiture of the Passenger business, the acquisition and integration of Keystone (as defined below), in and any future acquisitions or partnerships;

~~particular~~•harm to our reputation or brand arising from operational issues, ~~any~~public ~~accidents~~perception, ~~involving~~clinical ~~our~~outcomes or actions of third~~-party~~ ~~operators~~parties;

•~~any~~negative ~~change~~publicity, tolitigation, ~~the~~claims ~~ownership~~or ofregulatory ~~our~~scrutiny ~~aircraft~~relating ~~and~~to ~~the~~our ~~operational~~clinical ~~and~~services, ~~business~~perfusion ~~challenges~~staffing ~~related~~or ~~thereto~~organ recovery activities;

•~~effects~~our ofability ~~competition~~to provide high-quality customer support and maintain trusted relationships with Medical Customers;

•~~harm~~our toreliance ~~our~~on ~~reputation~~contractual relationships with transplant centers, hospitals, Organ Procurement Organizations and ~~brand~~strategic partners;

•adoption and effective utilization of our ~~ability~~integrated toclinical ~~provide~~and ~~high-quality~~logistics ~~customer~~offerings ~~support~~by Medical Customers;

•~~our~~competition ~~ability~~within tothe ~~maintain~~transplant alogistics, ~~high~~clinical ~~daily~~services ~~aircraft usage rate~~ and toorgan ~~aggregate~~preservation ~~fliers on our by-the-seat flights~~ecosystem;

•~~impact~~our ofdependence ~~natural~~on ~~disasters,~~the ~~outbreaks~~availability and ~~pandemics,~~utilization ~~economic,~~of ~~social,~~donor ~~weather,~~organs ~~growth constraints, geopolitical,~~ and ~~regulatory~~transplant ~~conditions or other circumstances on metropolitan areas and airports where we have geographic concentration~~volumes;

•~~the~~insufficient ~~effects~~reimbursement ofor ~~climate~~funding ~~change~~for organ transport and related services;

•~~terrorist~~risks ~~attacks~~inherent in organ transportation operations, ~~geopolitical~~including ~~conflict~~delivery failures, operational disruptions or ~~security~~liability ~~events~~exposure;

•~~the~~risks ~~availability~~associated ofwith ~~aircraft~~ground ~~fuel~~transportation operations;

•~~our~~advancements ~~ability~~in topreservation ~~access~~technology ~~additional~~or ~~funding~~alternative totransport ~~finance~~methods that could reduce demand for our ~~operations~~services;

•~~our~~aviation ~~ability~~safety torisks, ~~identify~~including accidents, ~~complete~~incidents ~~and~~or ~~successfully~~adverse ~~integrate~~publicity ~~future~~involving ~~acquisitions~~aircraft used in our operations;

•~~our~~climate ~~ability~~change, toextreme ~~manage~~weather events or environmental developments affecting our ~~growth~~operations;

•~~increases~~terrorist inattacks, ~~insurance~~geopolitical ~~costs~~conflict or ~~reductions~~security inevents ~~insurance~~affecting ~~coverage~~aviation or healthcare infrastructure;

•~~the~~volatility ~~loss~~in ofaircraft ~~key~~fuel ~~members~~availability ofor ~~our management team~~cost;

•our ability to ~~maintain~~obtain ~~our~~additional ~~company~~capital ~~culture~~or financing;

•~~effects~~restrictions ofunder ~~fluctuating~~our ~~financial~~Credit ~~results~~Agreement that may limit operational or strategic flexibility;

~~Risks~~•our ~~Related~~ability to ~~our~~manage ~~Medical~~growth, ~~Segment~~operational expansion and integration activities effectively;

•~~our~~insurance ~~reliance~~market onconditions, ~~contractual~~including ~~relationships~~increased ~~with~~premiums, ~~certain~~reduced ~~transplant~~coverage ~~centers,~~availability ~~hospitals~~or ~~and~~changes ~~Organ~~in ~~Procurement~~underwriting standards;

~~Organizations~~•our dependence on key personnel and our ability to attract and retain qualified professionals;

•~~reliance~~employment-related onclaims, ~~certain~~workforce ~~customers~~litigation ~~which~~or ~~could~~labor ~~impact~~market ~~our Medical segment revenue~~challenges;

•~~competition~~our ~~from~~ability ~~providers~~to ~~with~~maintain ~~proprietary~~our ~~organ~~company ~~preservation~~culture ~~technology~~as orwe ~~additional capabilities could impact our Medical segment~~grow;

•~~the~~fluctuations ~~continuing~~in ~~availability~~financial results and the non-comparability of ~~organ~~historical ~~donors~~financial ~~and~~statements ~~viable~~following ~~donor~~discontinued ~~organs~~operations;

•~~insufficient~~risks ~~reimbursement~~associated ~~and~~with ~~funding~~purchasing ~~for~~aircraft ~~organ~~or ~~transport~~evolving ~~costs~~from an asset-light model;

•risks ~~related~~associated towith ~~organ~~directly ~~transport~~operating ~~operations~~aircraft, including increased regulatory oversight, operational complexity or liability exposure;

•~~new~~our ~~technology~~reliance ~~that~~on ~~could~~maintaining ~~make~~efficient ~~ground~~aircraft orutilization ~~commercial~~to ~~air~~manage ~~transport~~costs, ofoperating ~~organs~~efficiency ~~more~~and ~~viable~~margins;

•~~regulatory~~ changes, ~~legislative~~in ~~reforms,~~regulatory ~~and civil or criminal enforcement actions~~frameworks; and

~~Risks~~•comparability ~~Related~~of historical financial results due to ~~our~~the effects of discontinued operations for the Passenger ~~Segment~~business.

•the markets in which we operate may fail to grow or may grow more slowly than expected;

•our ability to effectively market and sell air transportation as a substitute for conventional methods of transportation;

•our ability to enter new markets and offer new routes and services;

•changes in consumer preferences, discretionary spending and other economic conditions;

•reliance on certain customers which could impact our Passenger segment revenue;

•our ability to obtain and maintain adequate facilities and infrastructure;

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•the inability or unavailability to use or take advantage of the shift, or lack thereof, to EVA technology;

•the increase of costs and risks associated with international expansion;

Risks Related to Our Dependence on Third-Party Providers

•our reliance on third-party aircraft operators to provide and operate aircraft used in our services;

•the availability of sufficient third-party aircraft capacity and our ability to add or retain operators to ~~match~~meet demand;

•workforce disruptions, tooperational interruptions or financial difficulties affecting third-party operators ~~and~~or ~~providers~~service ~~workforce~~providers;

•~~the~~reputational ~~possibility~~or ~~that~~operational ~~our~~risks ~~third-party~~arising ~~aircraft~~from ~~operators~~the ~~may illegally~~illegal, ~~improperly~~improper or otherwise ~~inappropriately~~inappropriate ~~operate~~operation of Strata-owned or Strata-branded aircraft by third-party operators; and

•our ~~branded~~reliance ~~aircraft;~~on third-party cloud infrastructure, hosting providers and other technology vendors to support our systems and operations.

•our reliance on third-party web service providers;

Risks Related to Intellectual Property, Cybersecurity, Information Technology and Data Management Practices

•~~our ability to address system failures~~interruptions, defects, ~~errors~~failures or vulnerabilities in our ~~website, applications, backend systems or other~~ technology systems or those of third-party ~~technology~~ providers;

•~~interruptions~~cybersecurity orincidents, ~~security~~data breaches ofor ~~our~~misuse ~~information~~of ~~technology~~artificial ~~systems,~~intelligence ~~especially~~technologies ~~with~~that ~~the~~could ~~continued~~disrupt ~~development~~operations ~~and~~or ~~increased~~expose ~~usage~~sensitive ~~of artificial intelligence (AI)~~information;

•our ~~placements~~ability ~~within~~to ~~mobile~~protect ~~operating~~and ~~systems~~enforce ~~and~~intellectual ~~application~~property ~~marketplaces~~rights; and

•~~our~~risks ~~ability~~associated towith ~~protect~~ our ~~intellectual~~use ~~property~~of ~~rights;~~open-source software.

•our use of open source software;

Legal and Regulatory Risks Related to Our Business

•~~changes~~our inoperations ~~our~~within ~~regulatory~~highly ~~environment~~regulated aviation, healthcare and transplant environments, including evolving federal, state and local laws and regulations;

•the impact of any litigation or regulatory investigations that we may be subject to;

•~~regulatory~~our ~~obstacles~~ability into ~~local~~comply ~~governments~~with privacy, data protection, consumer protection and security laws; and

•~~our~~the ~~ability~~expansion toof ~~comply~~environmental ~~with~~regulations. ~~domestic and foreign privacy, data protection, consumer protection and security laws;~~

~~•the~~Other ~~expansion~~Risks ~~of environmental regulation;~~

Risks Related to Ownership of Our Securities and Being a Public Company

•our ability to remediate any material weaknesses or maintain effective internal controls over financial reporting;

•our ability to maintain effective ~~internal~~disclosure controls and ~~disclosure controls~~procedures; and

•the other factors described elsewhere in this Annual Report, included under the headings “Risk Factors,”

“Management’s Discussion and Analysis of Financial Condition” or as described in the other documents and

reports we file with the SEC.

Actual results, performance or achievements may differ materially, and potentially adversely, from any forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this Annual Report on Form 10-K.

Unless the context indicates otherwise, references in this Annual Report on Form 10-K to the “Company”, “~~Blade~~Strata”, “we”, “us”, “our”, and similar terms refer to ~~Blade~~Strata ~~Air~~Critical ~~Mobility~~Medical, Inc.

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Part I.

Item 1. Business

Business Overview

Strata Critical Medical, Inc.(f/k/a Blade Air Mobility, Inc.) (“~~Blade~~Strata” or the “Company”) ~~provides~~is ~~air~~a ~~transportation~~time-critical logistics and ~~logistics~~medical ~~for~~services ~~hospitals~~provider ~~across~~to the United States, ~~where~~healthcare itindustry. isThe Company operates one of the nation’s largest ~~transporters~~air oftransport ~~human~~and ~~organs~~surgical services networks for transplant, hospitals and ~~for~~organ ~~passengers~~procurement organizations, ~~with~~offering ~~helicopter~~an ~~and~~integrated ~~fixed~~“one ~~wing~~call” ~~services~~solution ~~primarily~~for indonor ~~the~~organ ~~Northeast~~recovery. ~~United~~Strata’s ~~States~~core ~~and~~services ~~Southern~~include ~~Europe.~~air ~~Based~~and inground ~~New~~logistics, ~~York~~organ ~~City~~placement, ~~Blade’s~~surgical ~~asset-light~~organ ~~model~~recovery, ~~coupled~~normothermic ~~with~~regional ~~its~~perfusion ~~exclusive~~and ~~passenger~~preservation ~~terminal~~for ~~infrastructure~~the ~~and~~transplant ~~proprietary technologies~~industry, isas ~~designed~~well toas ~~facilitate~~perfusion astaffing ~~seamless~~and ~~transition~~equipment ~~from~~solutions ~~helicopters~~for ~~and~~cardiovascular ~~fixed-wing~~surgery ~~aircraft~~centers, tooffered ~~Electric~~under ~~Vertical~~the ~~Aircraft~~Trinity ~~(“EVA”~~Medical orSolutions (“~~eVTOL~~Trinity”), ~~enabling~~and ~~lower~~Keystone ~~cost~~Perfusion ~~air~~Services ~~mobility~~LLC ~~that~~(“Keystone”) ~~is both quiet and emission-free~~brands.

~~Blade~~Strata’s ~~currently~~mission ~~operates~~is to increase the number of organs that are successfully transplanted while leveraging the Company’s expertise and resources to provide other medical and logistics services to a broader customer base. Strata’s goals are closely aligned with those of all participants in ~~three~~the ~~key~~transplant ~~product~~ecosystem, ~~lines~~including ~~across~~transplant ~~our~~centers, ~~Passenger~~regulators, Organ Procurement Organizations (“OPOs”) and ~~Medical~~other ~~segments:~~service providers. We believe that, by working with Strata, industry participants can save money, save more lives and operate more efficiently by working with Strata.

~~Passenger~~Strata ~~segment~~operates across two operating segments: Logistics and Clinical (see Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K for further information on reportable segments), offering a variety of logistics and clinical services related to organ transplant and the broader healthcare industry. All of Strata’s services are provided to transplant centers, organ procurement organizations, hospitals or other businesses that pay the Company directly. Strata provides:

~~•Short~~Logistics Distance – Consisting primarily of helicopter and amphibious seaplane flights in the United States and Europe between 10 and 100 miles in distance. Flights are available for purchase both by-the-seat and on a full aircraft charter basis. This product line previously also included flights in Canada, which we discontinued in August 2024.Segment

~~•Jet~~Our ~~and~~Logistics ~~Other~~segment ~~– Consists~~is ~~principally~~marketed ofunder ~~revenues~~the ~~from~~Trinity ~~non-medical jet charter, revenue from~~ brand ~~partners~~name ~~for exposure to Blade fliers~~ and ~~certain~~includes ~~ground transportation services. This product line previously also included by-~~the~~-seat~~ ~~jet flights between New York and South Florida, which we discontinued in November 2023.~~following:

~~Medical~~•Air ~~segment~~Logistics – Air transportation of human organs for transplant as well as related staff, equipment, blood samples, and tissue samples. Service is typically provided on fixed wing aircraft operating specifically for each individual organ. Strata also offers on-board couriers for commercial flights and “next flight out” shipping coordination.

•~~MediMobility~~Ground ~~Organ~~Logistics ~~Transport~~ – ~~Consisting~~Ground ~~primarily of~~ transportation of human organs for transplant ~~and/or~~as ~~the~~well ~~medical~~as ~~teams~~related ~~supporting~~staff, ~~these~~equipment, ~~services.~~blood ~~Blade~~samples ~~also offers additional services including donor logistics coordination~~ and ~~support~~tissue ~~evaluating potential donor organs through our Trinity Organ Placement Services (“TOPS”) offering, launched at the end of 2023~~samples.

•Organ Placement – Administrative services related to the acceptance of potential donor organs for recipients and support coordinating the transplant process.

Clinical Segment

Our Clinical segment is marketed under the Keystone brand name and includes the following:

Transplant Clinical

•Organ Recovery – Surgical procurement of donor organs.

•Normothermic Regional Perfusion (“NRP”) – In situ perfusion of donor organs with oxygenated blood to improve clinical outcomes and enable functional assessment prior to recovery.

•Preservation – Operation of devices utilized to preserve organs prior to being transplanted into a recipient.

Other Clinical

•Cardiac Care – Cardiac perfusion, blood management & autotransfusion and disposables. Services are typically provided under contract with hospitals to support open-heart surgery procedures.

•Other – Extracorporeal Membrane Oxygenation (ECMO) services, perfusion temporary staffing and equipment rental offered to healthcare providers.

Our Business Model

~~Blade~~Logistics leverages an asset-light business model: we primarily utilize aircraft that are owned and/or operated by third parties on Blade’s behalf. In these arrangements, pilots, maintenance, hangar, insurance, and fuel are all costs borne by our network of operators, which provide aircraft flight time to Blade at fixed hourly rates. This enables our operator partners to focus on training pilots, maintaining aircraft and flying, while we maintain the relationship with our customer from booking through flight arrival. For flights offered for sale by-the-seat, Blade schedules flights based on demand analysis and takes the economic risk of aggregating fliers to optimize flight profitability, providing predictable margins for our operators.Segment

~~When~~We ~~utilizing third-party aircraft and/or aircraft operators, we~~ typically ~~pre-negotiate~~provide ~~fixed~~logistics ~~hourly~~services ~~rates and flight times, paying only for flights actually flown, creating a predictable and flexible cost structure. Blade provides guaranteed flight commitments~~ to ~~some~~transplant ~~of our third-party operators through capacity purchase agreements (“CPAs”)~~centers, ~~which~~organ ~~enable~~procurement ~~Blade~~organizations ~~to ensure dedicated access to such aircraft with enhanced crew availability, lower costs~~ and, inother ~~many~~businesses ~~cases,~~on ~~the~~a ~~ability~~contractual tobasis ~~unlock~~including ~~more~~provisions ~~favorable~~stipulating ~~rates~~that ~~when~~Strata ~~flying~~will ~~more~~be ~~than~~ the ~~minimum~~“first ~~number~~call” of hours we guarantee to the operator. Additionally, a significant portion of Blade trips are flown by safety-vetted operators to whom Blade makes no commitments, providing us with additional flexible capacity for ~~high~~any ~~demand~~transportation ~~periods~~needs.

Over the course of 2024, we acquired ten fixed wing aircraft that are currently dedicated to the Medical segment. We made the decision to invest in a limited number of owned aircraft based in high-volume geographies as we believe direct asset ownership will enable (i) improved economies of scale; (ii) increased uptime, enabling more reliable service and higher asset utilization; and (iii) the ability to compete for certain contracts where asset ownership is preferred or required. All of these aircraft are operated and maintained by third-party service providers under Blade’s oversight. See Item 2. Properties “—Aircraft Assets” in this Annual Report for more information. We prioritize the use of owned aircraft and dedicated aircraft under CPAs, which provide better economies of scale. We size our owned fleet and our commitments under CPAs significantly below our expected demand, enabling us to maximize utilization on those aircraft while fulfilling incremental

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~~demand~~Pricing ~~through~~is ~~our~~based ~~network~~on ofa ~~non-dedicated~~fixed ~~operators.~~price Asper ~~part~~flight ofhour ~~our~~flown ~~broader~~with ~~Medical~~a ~~segment,~~fuel wecost ~~also~~surcharge ~~provide~~above ~~technology-enabled~~a ~~solutions~~set tobenchmark. ~~help~~Ancillary ~~transplant~~costs ~~centers~~such ~~and~~as ~~organ~~landing ~~procurement~~fees ~~organizations streamline organ evaluation~~ and ~~logistics. This service enhances the efficiency and cost~~de-~~effectiveness~~icing ofare ~~organ~~passed ~~placement,~~through ~~further~~to ~~strengthening our position in~~ the ~~organ~~end ~~transportation industry~~customer.

InStrata ~~the~~leverages ~~year~~an ~~ended~~asset-light ~~December 31,~~air ~~2024,~~logistics ~~approximately~~business ~~47%~~model. ofWe ~~Blade’s~~primarily ~~flight~~utilize ~~costs~~aircraft ~~were~~that ~~pursuant~~are toowned ~~CPAs~~and/or ~~that~~operated ~~included~~by ~~flight~~third ~~volume~~parties ~~guarantees~~on ~~from~~Strata’s ~~Blade~~behalf. ~~While~~In ~~limited~~these inarrangements, ~~number~~pilots, ~~our~~maintenance, ~~owned~~hangar, ~~aircraft~~insurance, ~~fleet~~and ~~represents~~fuel aare ~~meaningful~~all ~~portion~~costs ofborne by our ~~Medical~~network ~~segment operations. Assuming a full year~~ of ~~operations~~operators, ~~for~~which ~~all~~provide ~~ten~~ aircraft, ~~they~~flight ~~will~~time ~~account~~to ~~for~~Strata ~~approximately~~at ~~17%~~fixed ofhourly ~~Blade’s~~rates. ~~total~~This ~~company~~enables ~~flight~~our ~~costs~~operator ~~and~~partners ~~nearly~~to ~~one-third~~focus ofon ~~all~~training ~~Medical~~pilots, ~~segment~~maintaining aircraft and flying, ~~underscoring~~while ~~the~~we ~~strategic~~maintain ~~impact~~the ofrelationship with our ~~targeted~~customer ~~asset~~from ~~ownership~~booking ~~approach.~~through flight arrival.

~~Blade’s~~When ~~proprietary~~utilizing ~~“customer~~third-~~to-cockpit”~~party ~~technology~~aircraft ~~stack enables us to manage fliers~~ and/or ~~organ~~aircraft ~~transports across numerous simultaneous flights with multiple~~ operators ~~around the world. We believe that this technology~~, ~~which~~we ~~provides (i)~~typically ~~real~~pre-~~time~~negotiate ~~tracking~~fixed ofhourly ~~organ~~rates ~~transports~~ and ~~passenger~~flight ~~flights;~~times, ~~(ii)~~paying ~~profit/loss~~only ~~information~~for onflights aactually ~~flight-by-flight~~flown, ~~basis;~~creating ~~(iii)~~a ~~customized~~predictable ~~portals~~and ~~for~~flexible ~~all~~cost ~~relevant~~structure. ~~parties~~Strata ~~including~~provides ~~pilots,~~guaranteed ~~accounting~~flight ~~teams,~~commitments ~~operator~~to ~~dispatch,~~some ~~transplant~~of ~~coordinators~~our ~~and~~third-party ~~Blade’s~~operators ~~logistics~~through ~~team;~~capacity ~~and~~purchase agreements (iv“CPAs”) ~~a customer-facing app for passenger missions~~, ~~will~~which enable usStrata to ~~continue~~ensure todedicated ~~scale~~access ~~our~~to ~~business.~~such ~~This~~aircraft ~~technology~~with ~~stack~~enhanced ~~was~~crew ~~built~~availability, ~~with~~lower ~~future~~costs ~~growth~~and, in ~~mind~~many ~~and~~cases, isthe ~~designed~~ability to ~~allow~~unlock ~~our~~more ~~platform~~favorable torates bewhen ~~easily~~flying ~~scaled~~more tothan ~~accommodate,~~the ~~among~~minimum ~~other~~number ~~things,~~of ~~rapid~~hours ~~increases~~we inguarantee ~~volume,~~to ~~new~~the ~~routes,~~operator. ~~new operators~~Additionally, ~~broader~~a ~~flight~~significant ~~schedules,~~portion ~~international~~of ~~expansion,~~trips ~~next-generation~~are ~~verticraft~~flown ~~and~~by ~~ancillary~~safety-vetted ~~services~~operators ~~(e.g.,~~to ~~last/first-mile~~whom ~~ground~~we ~~connections,~~make ~~trip~~no ~~cancellation insurance~~commitments, ~~baggage~~providing ~~delivery)~~us ~~through~~with ~~our~~additional ~~mobile~~flexible ~~apps,~~capacity ~~website~~for ~~and~~high ~~cloud-based~~demand ~~tools~~periods.

~~Our~~In ~~asset-light~~2024, ~~business~~we ~~model~~acquired ~~was~~ten ~~developed~~fixed wing aircraft. We made the decision to beinvest ~~scalable~~in ~~and~~a ~~profitable~~limited ~~using~~number ~~conventional~~of owned aircraft ~~today~~based ~~while~~in ~~enabling~~high-volume ageographies ~~seamless~~as ~~transition~~we tobelieve ~~EVA,~~direct ~~once~~asset ~~they~~ownership ~~are~~will ~~certified~~enable ~~for~~(i) ~~public~~improved ~~use.~~economies Weof ~~intend~~scale; to(ii) ~~leverage~~increased ~~the~~uptime, ~~expected~~enabling ~~lower~~more ~~operating~~reliable ~~costs~~service ofand ~~EVA~~higher ~~versus~~asset ~~helicopters~~utilization; toand ~~reduce~~(iii) the ~~consumer’s~~ability ~~price~~to compete for ~~our~~certain ~~flights.~~contracts ~~Additionally,~~where weasset ~~expect~~ownership ~~the~~is ~~reduced~~preferred ~~noise~~or ~~footprint~~required. All of these aircraft are operated and ~~zero~~maintained ~~carbon~~by ~~emission~~third-party ~~characteristics~~service ofproviders ~~EVA~~under toStrata’s ~~allow~~oversight. ~~for~~We prioritize the ~~development~~use of ~~new~~owned aircraft and dedicated aircraft under CPAs, ~~vertical~~which ~~landing~~provide ~~infrastructure~~better ~~(“vertiports”)~~economies inof scale. We size our ~~existing~~owned fleet and ~~new~~our ~~markets~~commitments under CPAs significantly below our expected demand, enabling us to maximize utilization on those aircraft while fulfilling incremental demand through our network of non-dedicated operators.

~~Competition~~We provide ground logistics using a combination of owned vehicles, which are allocated to hub positioned near our customers across the United States, and third-party providers.

~~Passenger~~We ~~segment~~utilize a combination of company employees and contractors as couriers to facilitate the transportation of organs, typically kidneys, aboard scheduled commercial flights. For next flight out services, where kidneys are placed in the cargo hold of a commercial flight, we coordinate with third-party providers on behalf of our customer.

InOrgan ~~both~~placement ~~our Short Distance and Jet and Other product lines~~services, webranded ~~compete~~as ~~primarily with Part 135 operators or brokers of helicopters~~“TOPS,” ~~seaplanes~~are ~~and~~provided ~~jets. In~~on ~~most~~a ~~cases,~~contractual ~~these~~basis ~~operators~~with ~~offer~~a ~~only~~fixed ~~full~~monthly ~~aircraft~~fee ~~charter~~based ~~and~~on ~~do not compete with our by-~~the~~-seat~~ ~~offerings.~~size ~~However,~~of ~~in certain instances other air carriers offer competing by-~~the~~-seat~~ ~~service. Additionally,~~customer’s ~~we may compete with ground transportation, rail or ferry services that are typically lower cost, but generally involve longer journeys~~program.

InClinical some cases, aircraft operators are able to offer lower costs than Blade on a specific aircraft type. We compete primarily based on our technology-enabled service, dedicated infrastructure, and access to a wide variety of aircraft types, which can lower costs for our customers based on our ability to select the most appropriate aircraft for the requested distance and payload.Segment

~~The~~We ~~urban~~employ ~~air~~perfusionists ~~mobility industry is still developing~~ and ~~evolving,~~transplant ~~but~~surgeons wethat ~~expect~~are itprimarily todedicated ~~be highly competitive. Our potential future competitors may be able~~ to ~~devote~~a ~~greater~~specific ~~resources~~customer to the development of their current and future technologies or the promotion and sale of their offerings, or offer lower prices. For example, some multimodal transportation providers and even commercial airlines have expressed interest in ~~air~~a ~~mobility,~~particular ~~and Uber Technologies, Inc~~geography. ~~has~~We aown ~~significant~~perfusion ~~investment~~equipment inwhich ~~a company that~~ is ~~developing~~often ~~EVA~~provided ~~aircraft.~~as ~~Moreover,~~part ~~potential manufacturers~~ of ~~EVAs~~our ~~may~~services ~~choose to develop vertically integrated businesses,~~ or ~~they~~offered ~~may~~through ~~contract with competing air mobility service providers rather than entering into operating contracts with us, which would be~~ a ~~threat~~traditional toleasing ~~our Short Distance product line~~arrangement.

Our ~~potential~~clinical ~~competitors~~work ~~also~~for ~~may~~OPOs ~~establish~~typically ~~cooperative~~consists orof ~~strategic~~surgical ~~relationships~~recovery, ~~among~~operation ~~themselves~~of orpreservation ~~with third parties~~devices, ~~including~~NRP ~~regional or national helicopter or heliport operations that we rely on to offer our urban air mobility~~ services, ~~which may further enhance their resources~~ and ~~offerings.~~related Itequipment isprovided ~~possible~~on ~~that~~a ~~domestic~~contractual orbasis ~~foreign companies or governments, some~~ with ~~greater~~a ~~experience~~combination inof ~~the~~retainer ~~urban~~and ~~air~~per ~~mobility~~case ~~industry or greater financial resources than we possess, will seek to~~ fees.

For transplant centers, surgical recovery, preservation and NRP services are typically provided on an ad hoc basis with pricing on a per case basis. We leverage surgeons, perfusionists and equipment in place to support our OPO customers to provide more efficient options to transplant centers, utilizing locally available resources wherever possible to avoid incremental logistics costs.

For cardiac care hospitals, we typically provide perfusion staffing, often combined with perfusion equipment, on a contractual basis with a combination of retainer and per case fees.

Technology

We also utilize proprietary technology to manage staffing, training and chain of custody, as well as help customers streamline organ evaluation (through our Trinity Organ Placement Services - TOPS), procurement and logistics. Our

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~~provide~~technology ~~products~~enhances ~~or services that compete directly or indirectly with ours in~~ the ~~future.~~efficiency ~~Any~~and ~~such~~cost-effectiveness ~~foreign~~of ~~competitor~~our ~~could~~service ~~benefit~~offerings, ~~from~~further ~~subsidies~~strengthening orour ~~other~~position ~~protective~~in ~~measures~~the ~~provided~~organ bytransportation ~~its home country~~industry.

~~Medical~~Competition ~~segment~~

In ~~our~~Air ~~MediMobility~~and ~~Organ~~Ground ~~Transport product line~~Logistics, we compete primarily with Part 135 jet operators and a limited number of asset-light logistics businesses. We compete primarily based on our technology-enabled service and access to a wide variety of aircraft types, including ~~helicopters~~jets, ~~jets~~turboprops and ~~turboprops~~helicopters, in many locations across the United States. This can lower costs for our customers based on our ability to select the most appropriate aircraft located in the most efficient area for the requested distance and payload.

In ~~our~~Organ ~~TOPS~~Placement ~~business~~within ~~line, where we help our customers evaluate~~ the ~~suitability~~Logistics ~~of potential donor organs for transplant~~segment, we primarily compete with transplant centers’ own internal resources or a limited number of specialty firms focused on organ evaluation and ~~placement~~coordination of the donation process. We compete primarily on our ability to ~~save~~(i) ~~our~~enable customers ~~money while enabling them~~ to efficiently evaluate a larger number of organ offers for potential transplant.; ~~Many~~(ii) ofcoordinate ~~our~~the ~~TOPS~~complex ~~customers also utilize our~~ logistics ~~services~~and ~~given~~scheduling ~~the~~demands ~~ease~~ of ~~use~~the ~~inherent~~organ indonation ~~our~~process; ~~integrated~~and ~~offering,~~(iii) ~~but~~provide ~~this is not required. Some of~~ our ~~TOPS competitors also offer logistics~~ services ~~that~~at ~~compete~~a ~~with~~competitive usprice ~~or have additional capabilities, including surgical organ recovery, that we do not offer~~point.

~~The~~In ~~organ~~our ~~transportation~~Clinical ~~industry~~segment, iswe ~~rapidly~~compete ~~evolving~~primarily aswith ~~new~~a ~~technology~~hospital ~~for~~or ~~organ~~OPOs ~~preservation~~own isinternal ~~introduced.~~resources Weto ~~believe~~provide ~~new~~surgical ~~technology~~recovery, ~~will~~NRP ~~benefit~~or ~~our~~perfusion ~~business~~and bya ~~increasing~~number ~~the~~of ~~overall~~businesses ~~supply~~with ofclinical ~~organs~~offerings similar to ~~be transplanted~~ours. ~~However,~~We ~~some~~compete ~~companies~~primarily ~~that~~on ~~manufacture~~our ~~organ~~ability ~~preservation~~to ~~technology~~consistently or provide ~~surgical~~skilled ~~organ~~clinical ~~recovery,~~practitioners ~~services~~to ~~that~~our wecustomers dowith ~~not~~a ~~currently~~lower ~~offer,~~cost ~~now~~structure ~~also~~and ~~provide~~more ~~bundled~~reliability ~~organ~~than ~~transportation~~they ~~that~~could ~~competes~~achieve with usinternal resources.

WeMany ~~believe~~of our ~~ability~~transplant tocustomers ~~compete~~utilize ~~successfully~~services asin aboth ~~diversified~~our ~~air~~Logistics ~~mobility~~and ~~company~~Clinical ~~will~~segments ~~depend~~together ongiven athe ~~number~~ease of ~~factors,~~use ~~which~~inherent ~~may change~~ in ~~the~~our ~~future~~integrated ~~due~~offering, tobut ~~increased~~this ~~competition,~~is ~~including~~not ~~the~~required. ~~price~~Some of our ~~offerings,~~competitors ~~customer~~offer ~~confidence~~many inof the ~~safety~~same ofservices ~~our~~we ~~offerings,~~provide ~~customer~~in ~~satisfaction~~an ~~for~~integrated ~~the~~“one ~~service~~call” ~~we offer~~offering, ~~and,~~but ~~for~~we ~~by-the-seat~~believe ~~offerings,~~that ~~the~~our ~~routes,~~offering ~~frequency~~is ofmore ~~flights~~comprehensive ~~and~~in ~~availability~~terms of ~~seats~~both ~~offered~~the ~~through~~variety ~~our~~of ~~platform.~~services If we ~~are~~provide ~~unable to compete successfully, our business, financial condition~~ and ~~results~~the breadth of ~~operations~~third-party ~~could~~devices bethat ~~adversely~~we ~~affected~~support.

The organ transportation industry is rapidly evolving as new technology for organ preservation is introduced. We believe new technology will benefit our business by increasing the overall supply of organs to be transplanted and enabling such transplants at lower cost. However, some companies that manufacture proprietary organ preservation devices, which we do not possess, now also provide bundled logistics and clinical services that compete with us.

We believe our ability to compete successfully will depend on a number of factors, which may change in the future due to increased competition, including the price of our offerings, customer confidence in the safety and reliability of our offerings, customer satisfaction for the service we offer, and, for our clinical services, the successful outcomes of cases in which we are involved. If we are unable to compete successfully, our business, financial condition and results of operations could be adversely affected.

Human Capital Resources

As of December 31, ~~2024~~2025, wethe ~~had~~Company aemployed ~~total~~601 ~~of 322~~ employees, ~~with~~all ~~284~~of ~~individuals~~whom ~~working~~were ~~in our operations~~ located inacross the United States ~~and 38 employees in our operations based in Europe~~. Among these employees, we had ~~310~~327 ~~permanent~~full-time employees and 12274 ~~temporary~~part-time employees. ~~Our~~The Company’s workforce consists of 91223 employees in our ~~Passenger~~Logistics segment, ~~199~~359 employees in our ~~Medical~~Clinical segment, and 3219 employees in our headquarters functions. None of our employees are represented by a labor union. We believe we have good relationships with our employees and have not experienced any interruptions of operations due to labor disagreements.

~~Government~~The ~~Regulation~~Company’s human capital practices are designed to support its operational needs while maintaining compliance with applicable employment, labor, and workplace laws and regulations. The Company maintains employment-related policies applicable to employees, including a code of business conduct and ethics, an insider trading policy, and other employment-related policies intended to promote a professional and respectful workplace.

~~Transportation~~The Company seeks to attract and ~~Aviation~~retain employees with the skills and experience necessary to support its operations. Employee compensation and benefits are structured to be competitive within relevant labor markets.

~~United~~Health ~~States. As an arranger of air travel~~ and ansafety ~~indirect~~considerations ~~air carrier, we~~ are ~~subject~~integrated tointo ~~United States Department of Transportation (“DOT”) regulations governing our advertising and sale of by-~~the~~-seat~~ ~~air~~Company’s transportation as well as the advertising and sale of aircraft charter. We are also subject to DOT regulations relating to consumer protection matters such as unfair or deceptive practices, flier complaints and ticket refunding policies and practices. Our operators are subject to the laws and regulations relating to the operation and maintenance of aircraft promulgated by the Federal Aviation Administration (“FAA”). Further, as a transporter of organs for transplant, we are subject to DOT regulations relating to the transportation of organs for transplant. Because Blade does not currently operate aircraft, our business operations ~~are~~where ~~not directly regulated by the FAA. Our ground transportation offerings are governed by applicable local~~relevant, ~~state~~including ~~and~~compliance ~~federal regulations and include (i) owned vehicles for our Medical segment, both~~ with ~~and~~applicable ~~without~~workplace ~~lights~~safety ~~and~~requirements ~~sirens;~~ and ~~(ii) third~~role-~~party~~appropriate ~~owned and operated vehicles for use in both our Medical and Passenger segments~~training.

France and Monaco. Our French operations are subject to strict regulation by government agencies in the country, including the Direction Générale de l’Aviation Civile (“DGAC”) and the Autorité de la Concurrence. Our Monégasque operations are subject to a complex and constantly changing regulatory landscape governed by the Direction de l'Aviation Civile de Monaco.

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~~India.~~Government ~~The Indian Joint Venture’s operations are regulated by Indian government agencies, including the Airports Authority of India, Ministry of Civil Aviation and Directorate General of Civil Aviation.~~ Regulation

~~Privacy~~Transportation and ~~Data Protection~~Aviation

~~There~~As ~~are~~an ~~many~~arranger ~~requirements~~of ~~regarding~~air ~~the~~travel ~~collection~~and an indirect air carrier, ~~use~~we are subject to United States Department of Transportation (“DOT”) regulations governing, ~~transfer~~among other things, ~~security~~advertising, ~~breach~~contracting ~~notification~~practices, ~~storage~~and unfair deceptive practices. Certain of our logistics activities, ~~destruction~~including the transportation of organs for transplant, may also be subject to DOT rules and ~~other~~guidance ~~processing~~applicable to the handling and transport of ~~personally~~sensitive ~~identifiable~~medical ~~information~~cargo. ~~and~~Although ~~other~~we ~~data~~do ~~relating~~not currently operate aircraft, the third-party aircraft operators that conduct flights arranged by us are subject to ~~individuals.~~the ~~Because~~laws ~~our~~and ~~technology~~regulations ~~platform~~relating isto anthe ~~integral~~operation ~~aspect~~and maintenance of aircraft promulgated by the Federal Aviation Administration (“FAA”). Because we do not currently operate aircraft, our business, ~~compliance~~operations ~~with~~are ~~laws~~not ~~governing~~directly regulated by the ~~use,~~FAA. ~~collection~~Our ground transportation offerings are governed by applicable local, state and ~~processing~~federal ofregulations ~~personal~~and ~~data~~include is(i) ~~necessary~~owned ~~for~~vehicles, usboth towith ~~achieve~~and ~~our~~without ~~objective~~lights ofand ~~continuously~~sirens; ~~enhancing~~and (ii) third-party owned and operated vehicles. Depending on the ~~user~~jurisdiction, ~~experience~~these ofoperations ~~our~~may ~~mobile~~be ~~application~~subject ~~and~~to ~~marketing~~vehicle ~~site~~safety requirements, emergency transport regulations, licensing requirements or other local transportation rules.

We receive, collect, store, process, transmit, share, and use personal information, and other customer data, including health information, and we rely in part on third parties that are not directly under our control to manage certain of these operations and to receive, collect, store, process, transmit, share, and use such personal information, including payment information. A variety of federal, state, local, municipal, and foreign laws and regulations, as well as industry standards (such as the payment card industry standards) govern the collection, storage, processing, sharing, use, retention and security of this information. The California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (“CCPA”) broadly defines personal information gives California residents expanded privacy rights and protections, and provides for civil penalties for certain violations. We believe that the personal information we collect from California residents that use our app, the air transportation services we have offered in California in the past, and direct marketing to California residents for those services, as well as our plans to offer future services in California, have made and in the future will make Blade subject to compliance with CCPA. Many other states have either passed, proposed or are considering privacy laws similar to, and in some respects more stringent than, the CCPA. The patchwork of privacy laws in the U.S. heightens the cost of compliance, the risks of noncompliance, and the potential for enforcement actions by individual state attorneys general, regulators, and lawsuits brought by private plaintiffs.Healthcare

InThe ~~addition,~~procurement ~~our~~and ~~business~~transportation ~~may~~of beorgans ~~subject~~in tothe ~~laws~~United ~~regulating~~States ~~marketing~~occurs ~~activities~~within bya ~~telephone,~~highly ~~email,~~regulated ~~mobile~~framework. ~~device~~The ~~and~~organ ~~the~~transplantation ~~internet,~~system ~~including~~is governed by the ~~CAN-SPAM~~National ~~Act~~Organ ofTransplant ~~2003~~Act and administered through the ~~Telephone~~Organ ~~Consumer~~Procurement ~~Protection~~and ~~Act~~Transplantation ofNetwork ~~1991,~~(“OPTN”) ~~and~~under federal oversight by the Health Resources and ~~state~~Services ~~laws~~Administration ~~prohibiting~~(“HRSA”). ~~unfair~~OPOs, orwhich ~~deceptive~~are ~~acts~~nonprofit entities responsible for coordinating organ recovery and ~~practices~~allocation, ~~including~~must ~~Section~~meet 5statutory ofcriteria ~~the~~and ~~Federal~~performance ~~Trade~~standards ~~Commission~~to ~~Act.~~maintain ~~The~~certification ~~failure~~and toparticipation ~~comply~~in ~~with~~Medicare ~~any~~and ~~such~~Medicaid ~~laws~~programs. orHospitals ~~regulations~~that ~~can~~receive ~~result~~Medicare inor ~~fines,~~Medicaid ~~penalties,~~funding ~~private~~must ~~lawsuits,~~also ~~and~~meet ~~other~~certain ~~enforcement~~conditions of ~~non-compliance~~participation related to organ, tissue and eye procurement.

InChanges ~~Canada,~~to ~~the~~OPTN ~~Personal~~governance, ~~Information~~OPO ~~Protection~~performance ~~and Electronic Documents Act or PIPEDA~~metrics, ~~and~~organ ~~provincial~~allocation ~~laws~~policies, ~~require~~or ~~that~~federal ~~companies~~oversight ~~provide~~initiatives ~~privacy~~could ~~notices~~affect tothe ~~consumers,~~manner ~~with~~in ~~some~~which ~~exceptions~~transplant ~~obtain~~logistics ~~consent~~are tocoordinated ~~use personal information,~~ and ~~provide~~may ~~data~~influence ~~subject~~demand ~~rights~~for toour ~~individuals~~services. ~~Moreover~~In addition, astransplant wecenters, ~~offer~~OPOs and ~~advertise~~hospitals ~~our~~that ~~services~~are inour ~~Europe~~customers ~~and Monaco and~~ are subject to ~~privacy~~evolving ~~regulations~~regulatory ~~in these foreign jurisdictions. The European Union's General Data Protection Regulation (“GDPR”)~~ and ~~the~~reimbursement ~~Monégasque Data Protection Act (“DPA”) are known for their stringent~~ requirements ~~and can pose significant challenges for companies to comply with. The GDPR sets strict standards for the handling of personal data of individuals in the European Economic Area~~, ~~and~~which ~~noncompliance~~may ~~can~~indirectly ~~result~~impact inour ~~significant monetary penalties~~operations. ~~In Monaco, the DPA provides similar protection for personal data and sets standards for the collection, use, and storage of personal information.~~

~~The~~A ~~GDPR~~number ~~imposes~~of ~~obligations~~federal ~~on data controllers~~ and ~~data~~state ~~processors~~healthcare ~~that~~laws, ~~have~~generally anreferred ~~establishment in the EU or are offering goods or services~~ to, oras ~~monitoring~~fraud ~~the behavior of, individuals within the EU. The GDPR is wide-ranging in scope~~ and ~~imposes~~abuse ~~numerous requirements on companies that collect and further process personal data~~laws, ~~including~~apply ~~requirements relating~~ to ~~processing~~healthcare ~~health~~providers and ~~other~~others ~~sensitive~~that ~~data. The GDPR also imposes strict rules on the transfer of personal data to countries outside the European Union~~make, ~~including the United States and the United Kingdom~~offer, ~~and~~seek ~~stipulates~~or areceive ~~regime~~referrals ofor ~~accountability~~payments for ~~processors~~products ~~and~~or ~~controllers.~~services ~~Organizations~~that may be ~~required~~paid tofor ~~appoint~~through afederal ~~data~~or ~~protection~~state ~~officer~~healthcare ~~who~~programs ~~reports~~and, toin ~~the~~some ~~highest~~instances, ~~level~~private ofhealth ~~management~~insurance ~~within the business~~programs. ~~The~~Given ~~GDPR permits data protection authorities to impose large penalties for violations of~~ the ~~GDPR,~~breadth ~~including potential fines~~ of upthese tolaws ~~€20~~and ~~million or 4% of annual global revenues of the undertaking~~regulations, ~~whichever~~they ismay ~~greater.~~affect ~~The~~our ~~GDPR~~business ~~also~~either ~~confers~~directly aor ~~private~~indirectly ~~right~~through oftheir ~~action~~application ~~on data subjects and consumer associations~~ to ~~lodge~~our ~~complaints~~customers ~~with supervisory authorities, seek judicial remedies,~~ and ~~obtain~~business ~~compensation for material and immaterial damages resulting from violations of the GDPR~~partners.

~~The~~For ~~CCPA~~example, ~~GDPR,~~the ~~and~~federal ~~other~~Anti-Kickback ~~similar~~Statute ~~laws~~(the ~~and~~“AKS”) ~~regulations~~broadly ~~require~~prohibits ~~companies~~knowingly toand ~~give~~willfully ~~specific~~offering, ~~types~~paying, ofsoliciting ~~notice~~or ~~and~~receiving remuneration, indirectly ~~some~~or ~~cases~~indirectly, ~~permit~~in ~~users~~return tofor ~~opt~~or ~~out~~to ofinduce referrals or ~~obtain~~business ~~informed~~reimbursable ~~consent~~under ~~for~~federal ~~the~~healthcare ~~placement~~programs. ofRegulators aand ~~cookie~~courts orhave ~~similar~~interpreted ~~technologies~~the onAKS broadly, and a ~~user’s~~violation ~~device~~may ~~for~~be ~~online~~found ~~tracking~~even ~~for~~if ~~behavioral~~only ~~advertising~~one ~~and~~purpose ~~other~~of ~~purposes~~an ~~and~~arrangement ~~for~~is ~~direct~~to ~~electronic~~induce ~~marketing,~~referrals. ~~and~~Violations of the ~~GDPR~~AKS ~~also~~can ~~imposes~~result ~~additional~~in ~~conditions~~criminal penalties, civil monetary penalties, exclusion from participation in ~~order~~federal tohealthcare ~~satisfy~~programs ~~such~~and ~~consent,~~potential ~~such~~liability asunder athe ~~prohibition~~federal oncivil ~~pre-checked~~False ~~tick~~Claims ~~boxes~~Act (“FCA”).

The FCA imposes civil and criminal liability on individuals and entities that knowingly present or cause to be presented false or fraudulent claims for payment to the federal government. Actions under the FCA may be brought by the U.S. Department of Justice or by private individuals under qui tam provisions. Companies found liable under the FCA may be subject to significant monetary penalties, treble damages and extensive compliance obligations.

The Health Insurance Portability and Accountability Act, as amended, and implementing privacy, security, and breach notification regulations (“HIPAA”) also includes healthcare fraud and false statement provisions that prohibit schemes to defraud healthcare benefit programs and knowingly making materially false statements in connection with healthcare services or payment. Violations may result in fines, imprisonment or exclusion from government programs.

Additionally, the federal Civil Monetary Penalties Law authorizes the imposition of civil monetary penalties, assessments and exclusion for a variety of prohibited conduct, including submitting false claims, violating the AKS or failing to report and return identified overpayments. Many states maintain similar fraud and abuse laws that may apply regardless of whether services are reimbursed by Medicare or Medicaid. A determination of liability under these laws could result in fines, penalties, administrative sanctions, refund obligations, exclusion from healthcare programs and reputational harm.

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Privacy and ~~bundled~~Data ~~consents, thereby requiring users to affirmatively consent for a given purpose through separate tick boxes or other affirmative action.~~Protection

~~The~~In ~~Protected~~connection ~~Health~~with ~~Information~~our ~~(“PHI”)~~clinical ~~that~~logistics ~~our~~and ~~Medical~~coordination ~~segment~~activities, ~~receives~~we isreceive ~~subject~~and toprocess ~~the~~personal ~~Health~~information, ~~Insurance~~including ~~Portability~~protected ~~and~~health ~~Accountability~~information ~~Act~~(“PHI”), asthat ~~amended,~~is subject to extensive federal and ~~implementing~~state privacy, and security, ~~and~~laws. ~~breach~~The ~~notification~~PHI ~~regulations~~that (“we receive is subject to HIPAA”). HIPAA limits the use and disclosure of PHI, and requires the implementation of administrative, physical, and technical safeguards to ensure the confidentiality, integrity, and availability of individually identifiable health information in both paper and electronic form. WeIn ~~are~~many instances, we act as a Business Associate under HIPAA, and may be subject to penalties for, or required to enter into monitoring or resolution agreements for, among other activities, failing to enter into written agreements where required by law and violations of HIPAA, including breaches. Under the breach notification rule, ~~covered~~the ~~entities~~Covered Entities, such as the hospitals with which we enter into agreements, must notify affected individuals without unreasonable delay in the case of a breach of unsecured PHI, which compromises the privacy or security of the PHI: these Covered Entity customers may also delegate the breach notification responsibility to us in their agreements. In addition, notification must be provided to the U.S. Department of Health and Human Services (“HHS”) and the local media in cases where a breach affects 500 or more individuals. Breaches affecting fewer than 500 individuals must be reported to the ~~Department of Health and Human Services (“~~HHS”) on an annual basis. There can be no assurance that we will not be the subject of an investigation (arising out of a reportable breach incident, audit, or otherwise) alleging non-compliance with HIPAA in our maintenance of PHI. In some cases, HIPAA violations have resulted in lawsuits, settlement payments, and actions by state attorneys general to prosecute HIPAA violations committed against residents of their states. While HIPAA does not create a private right of action that would allow individuals to sue in civil court for a HIPAA violation, its standards have been used as the basis for the duty of care in state civil suits, such as those for negligence or recklessness in misusing personal information.

~~Healthcare~~In addition to HIPAA, we must adhere to U.S. state patient privacy laws that are not pre-empted by HIPAA, including those that are more stringent than HIPAA requirements. Numerous other U.S. state, federal, and foreign laws, including consumer protection laws and regulations, govern the collection, dissemination, use, access to, confidentiality, and security of patient health information. In addition, Congress and some U.S. states are considering new laws and regulations that further protect the privacy and security of medical records or medical information. The Federal Trade Commission (the “FTC”) also regulates health-related privacy and security. The FTC has taken enforcement actions against companies for statements or promises made about the privacy or security of health information through Section 5 of the Federal Trade Commission Act, which prohibits unfair or deceptive acts or practices, as well as through the Health Breach Notification Rule, which applies to certain “personal health record-related entities” or “third party service providers.” We may also be subject to scrutiny by federal and state regulators, partners, and consumers of our collection, use and disclosure of consumer personal information, including consumer health data. Additionally, federal and state consumer protection laws are increasingly being applied by FTC and states’ Attorneys General to regulate the collection, use, storage, and disclosure of personal information.

The procurement and transportation of organs is coordinated by OPOs, which are nonprofit entities that provide or arrange for the transportation of donated organs to transplant centers and that meet certain statutory criteria and performance standards. OPO advisory boards have the authority to recommend policies for the transportation of organs to transplant hospitals. OPOs must meet certain requirements to have their organ procurement services to hospitals covered by Medicare and Medicaid. Hospitals that receive Medicare and Medicaid funding must separately meet certain conditions of participation related to organ, tissue, and eye procurement.

A number of federal and state healthcare laws, generally referred to as fraud and abuse laws, apply to healthcare providers and others that make, offer, seek or receive referrals or payments for products or services that may be paid for through any federal or state healthcare program and in some instances any private health insurance program. Given the breadth of these laws and regulations, they may affect our business, either directly or because they apply to our hospital and other clients. For example, the federal Anti-Kickback Statute (the “AKS”) is broadly worded and prohibits, among other things, knowingly and willfully offering, paying, soliciting, or receiving remuneration, directly or indirectly, in cash or in kind, in return for or to induce (1) the referral of an individual covered by federal healthcare programs, such as Medicare and Medicaid, to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part under a federal healthcare program, or (2) the purchasing, leasing, or ordering, or arranging for or recommending the purchasing, leasing, or ordering of any good, facility, service, or item for which payment may be made in whole or in part under a federal healthcare program. Court decisions have held that the AKS can be violated even if only “one purpose” of remuneration is to induce or reward referrals or other business generated between the parties. Further, a person or entity does not need to have actual knowledge of this statute or specific intent to violate it in order to have committed a violation. Violations of the AKS include imprisonment for up to ten years, exclusion from participation in federal healthcare programs, including Medicare and Medicaid, potential liability under the federal civil False Claims Act, and significant civil and criminal fines and monetary penalties, plus a civil assessment of up to three times the total payments between the parties to the arrangement.

Under HIPAA, there are additional provisions regarding healthcare fraud and false statements relating to healthcare matters, which if not complied with, could have an impact on our business. The healthcare fraud provision prohibits knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private payors. Similar to the AKS, a person or entity no longer needs to have actual knowledge of the healthcare fraud provision or specific intent to violate it in order to have committed a violation. The false statements provision prohibits knowingly and willfully falsifying, concealing, or covering up a material fact or making any materially false, fictitious, or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items, or services. Violations of these provisions are felonies and may result in fines or imprisonment, or, in the case of the healthcare fraud provision, exclusion from government programs.

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Additionally, the Civil Monetary Penalties Law authorizes the imposition of civil monetary penalties, assessments, and exclusion against an individual or entity based on a variety of prohibited conduct, including, but not limited to: presenting, or causing to be presented, claims, reports, or records relating to payment by Medicare, Medicaid or other government payors that the individual or entity knows or should know are for an item or service that was not provided as claimed or is false or fraudulent; violating the AKS; making, using, or causing to be made or used a false record or statement material to a false or fraudulent claim for payment for items and services furnished under a federal healthcare program; and failing to report and return an overpayment owed to the federal government. Violations of applicable fraud and abuse laws could result in substantial civil monetary penalties that may be imposed under the federal Civil Monetary Penalties Law and may vary depending on the underlying violation. In addition, an assessment of not more than three times the total amount claimed for each item or service may also apply and a violator may be subject to exclusion from federal and state healthcare programs.

Many states, including certain states in which we conduct our business, have adopted fraud and abuse laws similar to the federal laws described above. Some state fraud and abuse laws apply to items and services reimbursed by any third-party payor, including commercial insurers. For example, several states have anti-kickback and self-referral prohibitions, which may apply regardless of whether the payor for such claims is Medicare or Medicaid and which may affect our ability to enter into financial relationships with certain entities or individuals. A determination of liability under state fraud and abuse laws could result in fines, penalties, and restrictions on our ability to operate in these jurisdictions, administrative sanctions, exclusions from governmental healthcare programs, refund requirements, and disciplinary action by the applicable governmental authority, and could have a material adverse effect on our business, financial condition, results of operations, cash flows, and reputation.

Environmental

Our third-party aircraft operators are subject to various federal, state and local environmental laws relating to, ~~the~~among ~~protection~~other ofthings, ~~the~~emissions, ~~environment~~aircraft noise, ~~including~~fuel usage and the discharge or disposal of materials and chemicals. ~~and~~These ~~the regulation of aircraft noise, which~~ laws are administered by numerous federal, state and ~~federal~~local agencies. We seek representations of compliance with applicable environmental laws from our operators. Increased environmental regulation affecting aviation emissions, fuel standards or noise requirements could indirectly increase the costs of transportation arranged by us and impact our operations.

Corporate Background

Our predecessor was a special purpose acquisition company incorporated in Delaware in 2019 under the name of Experience Investment Corp. (“EIC”). In 2021, EIC acquired Blade Urban Air Mobility, Inc. (“Old Blade”) and changed its name to Blade Air Mobility, Inc.

In August 2025, the Company completed the divestiture of its legacy Passenger mobility business. Following that transaction, the Company rebranded as Strata Critical Medical, Inc. and now operates as a focused provider of integrated medical logistics and clinical services.

Available Information

Our Annual Report on Form 10-K (this “Annual Report”), Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available on the Investor Relations section of our website (https://ir.blade.com/) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also make available through our website other reports filed with or furnished to the SEC under the Exchange Act, including reports filed by our officers and directors under Section 16(a) of the Exchange Act. All of the information on our Investor Relations website is available to be viewed free of charge. The SEC maintains a website (https://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

We routinely use the Investor Relations section of our website (https://ir.blade.com/), our corporate website (www.blade.com) and our X feed (@flybladenow) as channels of distribution to publish important information about Blade, including financial or other information that may be deemed material to investors. Information contained on our websites or social media channels is not part of this Annual Report or our other filings with the SEC. Except as specifically incorporated by reference into this document, information on these websites or social media channels is not part of this document.9

Item 1A. Risk Factors

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~~not~~(https://ir.stratacritical.com/) ~~presently~~as ~~known~~soon toas usreasonably orpracticable ~~that~~after we ~~currently~~electronically ~~believe~~file tosuch bematerial ~~immaterial~~with, ~~may~~or ~~become~~furnish ~~material~~it ~~and~~to, ~~adversely~~the ~~affect~~SEC. We also make available through our ~~business,~~website ~~financial~~other ~~condition,~~reports ~~results~~filed ofwith ~~operations,~~or ~~cash~~furnished ~~flows~~to the SEC under the Exchange Act, including reports filed by our officers and directors under Section 16(a) of the ~~trading~~Exchange ~~price~~Act. All of the information on our ~~common~~Investor ~~stock~~Relations website is available to be viewed free of charge. The SEC maintains a website (https://www.sec.gov) that contains reports, proxy and ~~warrants~~information statements, and other information regarding issuers that file electronically with the SEC.

We routinely use the Investor Relations section of our website (https://ir.stratacritical.com/), our corporate website (www.stratacritical.com) and our X feed (@StrataCritical) as channels of distribution to publish important information about us, including financial or other information that may be deemed material to investors. Information contained on our websites or social media channels is not part of this Annual Report or our other filings with the SEC. Except as specifically incorporated by reference into this document, information on these websites or social media channels is not part of this document.

Item 1A. Risk Factors

Our operations and financial results are subject to various risks and uncertainties which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common and capital stock. You should carefully consider the risks described below as well as the other information contained in this Annual Report. The risks and uncertainties in this Annual Report are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock and warrants.

Risks Related to Our Business and Growth Strategy

We have incurred significant losses since inception. Weand ~~expect~~may continue to incur net losses from continuing operations in the future, and we may not be able to achieve or maintain profitability.

We have incurred significant losses since inception. ~~While~~and wemay ~~currently~~continue ~~generate~~to ~~revenue~~incur ~~primarily~~losses ~~from~~in the ~~sale of air transportation, it is difficult for us to predict our~~ future ~~operating results~~. AsOur anet ~~result,~~losses ~~our~~from ~~losses~~continuing operations may be larger than anticipated, and we may not achieve profitability when expected, or at all. Even if we do, we may not be able to maintain or increase profitability. Further, ~~some~~in ofthe ~~our~~second ~~future~~half ~~growth~~of ~~plans~~2025, ~~are~~we ~~dependent~~divested ~~upon~~our ~~the~~Passenger ~~availability~~business ofand ~~EVA.~~began ~~There~~focusing ~~can~~exclusively beon noproviding ~~assurance~~medical ~~that~~logistics ~~regulatory~~and ~~approval~~clinical ~~and~~services ~~availability~~to oftransplant ~~EVA~~centers, orOrgan ~~consumer~~Procurement ~~acceptance~~Organizations of(“OPOs”) ~~EVA~~and hospital customers (collectively, ~~will~~“Medical ~~occur~~Customers”). inAs a ~~timely manner~~result, ifour atability ~~all.~~to Ingenerate ~~addition,~~revenue ~~there~~sufficient ~~may~~to beachieve ~~additional~~profitability ~~costs~~will ~~associated~~depend ~~with~~on ~~the~~numerous ~~initial~~factors, ~~build~~many ~~out~~ of ~~EVA~~which ~~infrastructure~~are ~~needed~~outside toof ~~service~~ our ~~routes~~control, ~~and~~including weour ~~cannot~~ability beto ~~sure~~secure ~~that~~new ~~EVA~~Medical ~~will~~Customers ~~result~~and inexpand ~~expected~~our ~~cost~~offerings ~~savings~~with orcurrent ~~efficiencies~~customers, ~~which~~achieve ~~could~~sufficient inutilization ~~turn~~of ~~affect~~ our ~~profitability~~assets and personnel, and effectively integrate acquisitions.

~~Further,~~We ~~our~~may ~~ability~~continue to ~~generate~~incur ~~revenue~~net ~~sufficient~~losses tofor ~~achieve~~the ~~profitability~~foreseeable ~~will~~future ~~depend~~as onwe ~~the~~focus ~~successful~~on ~~commercialization~~growing of our ~~Passenger~~ services, ~~our~~in ~~ability~~the toUnited ~~secure~~States. ~~new~~The ~~transplant~~timing ~~centers, organ procurement organizations~~ and ~~hospital~~amount ~~customers~~of ~~(collectively,~~our ~~“Medical~~operating ~~Customers”),~~ and ~~our~~capital ~~ability~~expenditures towill ~~effectively~~depend ~~integrate~~on ~~acquisitions.~~many factors, including:

We•the ~~expect~~amount toof ~~continue to incur~~ net ~~losses~~revenue ~~for~~generated ~~the~~by ~~foreseeable~~sales ~~future as we focus on growing our services in both the United States and internationally. The timing and amount~~ of our ~~operating and capital expenditures will depend on many factors, including:~~services;

•the amount of net revenue generated by sales of our Passenger and Medical services;

•our decision to purchase additional aircraft and/or vehicles;

•our launch of new ~~Medical~~ services, ~~passenger routes~~ and/or products;

•the costs and expenses of expanding our ~~U.S. and international~~ operations;

•the ~~extent~~costs toincurred ~~which~~in our ~~urban~~efforts ~~air~~to ~~mobility~~develop ~~services~~our ~~are~~brands ~~utilized~~and byimprove ~~fliers in the regions we operate~~awareness;

•the costs ~~incurred~~associated inwith ~~our~~finalizing ~~efforts~~the todivestment ~~develop~~of ~~our~~the ~~brand~~Passenger business and ~~improve~~the ~~awareness~~integration of acquisitions;

•the costs, timing and outcomes of any future litigation or investigations; and

•the level of our selling, general and administrative expenses.

Because of the numerous risks and uncertainties associated with our expansion and ~~commercialization~~our operations as a standalone medical business, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve or maintain profitability.

Any inability to realize the anticipated benefits of the sale of the Passenger business or acquisition of Keystone could negatively impact our stock price and our business and financial results.

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On August 29, 2025, the Company completed the sale of its Passenger business to Joby Aero, Inc. (“Joby Buyer”) on September 16, 2025, the Company completed the acquisition of Keystone. We completed these transactions with the expectation that they could result in various benefits to us, but such anticipated benefits are subject to a number of uncertainties, including our ability to timely realize cost efficiencies and accretive benefits and our ability to successfully integrate Keystone and retain its key employees and clients following the acquisition. Failure to achieve these anticipated benefits could result in decreases in the amount of expected revenues and diversion of management’s time and energy, which could in turn materially adversely affect our stock price, business and financial results. In addition, while the Company will be entitled to up to $35.0 million in contingent consideration from the Joby Buyer upon the satisfaction of certain employee retention and financial performance targets, there can be no assurance that we will receive such contingent consideration. Any contingent consideration that we receive may be paid in cash or shares of Joby Aviation at the election of the Joby Buyer and, as a result, the value of any contingent consideration we receive may be subject to risks associated with Joby Aviation’s business and common stock over which we have no control.

Furthermore, the sale of the Passenger business has resulted in our business becoming less diversified. As a result, we are more vulnerable to changing market conditions that impact our Medical Customers, including changes in hospital budgets, transplant volumes, or regulatory requirements. In addition, the diversification of our revenues, costs and cash flows has diminished as a standalone company, such that our results of operations, cash flows, working capital and financing requirements may be subject to increased volatility and our ability to fund capital expenditures may be diminished.

If we experience harm to our reputation and brand, our business, financial condition, and results of operations could be adversely affected.

Continuing to increase the strength of our reputation and brand for reliable, experience-driven, and cost-effective ~~urban~~transplant ~~air~~logistics ~~mobility~~ and ~~human~~clinical ~~organ~~services ~~transport~~ is critical to our ability to attract and retain qualified, third-party aircraft operators and ~~fliers.~~suppliers Inand ~~addition, our growth strategy continues~~ to ~~include~~maintain ~~international~~trusted ~~expansion~~relationships ~~through route acquisition, joint ventures, minority investments, or other partnerships~~ with ~~local companies as well as event activations and cross-marketing with other established brands, all of which benefit from~~ our ~~reputation~~Medical ~~and brand recognition~~Customers.

The successful development and maintenance of our reputation and brand will depend on a number of factors, many of which are outside our control. Negative perception of our ~~platform or~~ company may harm our reputation and brand, including as a result of:

•complaints or negative publicity ~~or reviews~~ about us, our third-party aircraft operators, ~~fliers,~~or ~~our air mobility services,~~ other ~~brands~~third orparties ~~events~~involved wein ~~associate with, or~~ our ~~flight~~ operations ~~policies (e.g.~~, ~~cancellation or baggage fee policies),~~ even if factually incorrect or based on isolated incidents;

•inappropriate and/or unauthorized use of the Company’s ~~social~~communication ~~media~~ channels could cause brand damage;

•changes to our flight operations, safety and security, privacy or other policies that ~~users~~customers, partners or others perceive as overly restrictive, unclear, or inconsistent with their values;

•illegal, negligent, reckless, or otherwise inappropriate behavior by our third-party aircraft operators, clinical personnel or other third parties involved in the operation of our business or by our management team or other employees;

•actual or perceived disruptions or defects in our IT or software systems, such as data security incidents, platform outages, payment processing disruptions, or other incidents that impact the availability, reliability, or security of our offerings;

•litigation involving, or investigations, audits or enforcement actions by regulators into, our operations or those of our third-party aircraft operators or other service providers;

•a failure to operate our business in a way that is consistent with our values;

•negative responses by third-party aircraft operators to new mobility offerings;

•perceptions regarding our compliance culture or our treatment of employees, contractors, or third-party aircraft operators;

•actual or perceived failures, delays or disruptions in our operations, including failures to deliver human organs or medical teams to transplant centers on a timely basis or failure to appropriately transport organs and maintain control of organs for transplantation;

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•a failure to enforce our flight operations policies in a manner that users perceive as effective, fair, and transparent;

•illegal, negligent, reckless, or otherwise inappropriate behavior by fliers, our third-party aircraft operators, or other third parties involved in the operation of our business or by our management team or other employees;

•a failure to provide routes and flight schedules sought by fliers;

•actual or perceived disruptions or defects in our platform, such as data security incidents, platform outages, payment processing disruptions, or other incidents that impact the availability, reliability, or security of our offerings;

•litigation over, or investigations by regulators into, our operations or those of our third-party aircraft operators;

•a failure to operate our business in a way that is consistent with our certain values;

•inadequate or unsatisfactory flier support service experiences;

•negative responses by third-party aircraft operators or fliers to new mobility offerings on our platform;

•perception of our treatment of employees, contractors, or third-party aircraft operators and our response to their sentiment related to political or social causes or actions of management;

•a failure to deliver human organs or medical teams to transplant centers on a timely basis;

•mistakes, delays or inconsistency in our evaluation of organ offers for customers of our Trinity Organ Placement Services (TOPS); or

•any of the foregoing ~~with~~events ~~respect~~affecting to our competitors or the broader transplant logistics, aviation or healthcare services industries, to the extent such resulting negative perception affects the public’s perception of us or our industry as a whole.

In addition, changes we may make to enhance and improve our offerings and balance the needs and interests of our third-party aircraft operators and ~~fliers~~customers may be viewed positively from one group’s perspective (such as ~~fliers~~customers) but negatively from another’s perspective (such as third-party aircraft operators), or may not be viewed positively by either third-party aircraft operators or ~~fliers~~customers. If we fail to balance the interests of third-party aircraft operators and ~~fliers~~customers or make changes that they view negatively, third-party aircraft operators and ~~fliers~~customers may stop using our platform or ~~take~~use ~~fewer~~our ~~flights~~platform less frequently, any of which could adversely affect our reputation, brand, business, financial condition, and results of operations.

~~Any~~We ~~failure~~provide clinical services to ~~offer~~our ~~high-quality~~customers ~~customer~~and ~~support~~perfusion staffing services to hospitals and health systems. We may ~~harm~~be ~~our~~subject ~~relationships~~to ~~with~~negative ~~fliers~~publicity orand ~~Medical~~reputational ~~Customers~~damage related to the provision of such services, as well as litigation, claims, investigations, and other proceedings, which could ~~adversely~~result ~~affect~~in ~~our~~actions ~~reputation,~~including ~~brand~~substantial judgments, ~~business~~settlement costs, ~~financial~~uninsured ~~condition~~or underinsured liabilities, and ~~results~~other ofadverse ~~operations~~consequences.

We ~~strive~~rely tosignificantly ~~create~~on ~~high~~our ~~levels~~ability ofto ~~flier~~attract, ~~satisfaction~~develop, ~~through~~and ~~the~~retain ~~experience~~professionals wewho ~~provide~~possess ~~in our terminal lounges and~~ the ~~support provided by our Flier Experience team~~skills, ~~Medical~~experience ~~Logistics Coordinators~~ and, ~~Flier~~as ~~Relations~~required, ~~representatives. The ease and reliability of our offerings~~licensure, ~~including~~necessary ~~our ability~~ to ~~provide~~perform ~~high-quality~~organ ~~customer~~recovery ~~support,~~services ~~helps us attract~~ and ~~retain~~perfusion ~~fliers~~staffing ~~and commercial customers~~services. ~~Fliers~~Our ~~depend~~professionals onare ~~our~~involved ~~Flier~~in ~~Relations~~clinical ~~team to resolve any issues relating to our~~ services, such as ~~flight~~surgical ~~operations policies~~recovery, ~~flight~~which ~~cancellations,~~involves orthe ~~scheduling~~retrieval ~~changes.~~of ~~Transplant~~organs ~~centers~~from ~~depend~~donors, ~~on our logistics coordinators to monitor~~ and ~~coordinate~~normothermic ~~between~~regional ~~multiple~~perfusion ~~operators of air and ground transportation~~services, ~~surgical~~which ~~teams~~operate ~~procuring~~in ~~organs,~~heavily ~~organ~~regulated ~~procurement~~environments. ~~organizations~~The ~~providing~~requirements ~~support at the donor site,~~ and ~~the~~protocols ~~transplant~~for ~~centers~~such ~~that~~services ~~will~~are ~~ultimately~~complex ~~perform~~and ~~the~~may ~~transplant~~vary onamongst ~~the~~our ~~recipient~~customers. ~~Our~~If ~~ability~~there ~~to provide effective and timely support~~ is ~~largely~~a ~~dependent~~negative onoutcome ~~our~~in ~~ability~~a toparticular ~~attract~~case, ~~and~~or ~~retain~~if ~~skilled~~a ~~employees~~particular ~~who~~case ~~can~~raises ~~support~~ethical ~~our~~questions ~~fliers~~or ~~and~~concerns, ~~Medical~~even ~~Customers~~if ~~and are sufficiently knowledgeable about~~ our ~~services.~~staff Aswere wenot ~~continue~~directly toinvolved ~~grow~~in ~~our~~the ~~business and improve our platform~~case, we ~~will~~may ~~face~~be ~~challenges~~subject ~~related~~ to ~~providing~~negative ~~quality~~publicity, ~~support~~reputational atharm, ~~scale.~~investigations, ~~Any~~litigation, ~~failure to provide efficient customer support~~claims, orand agovernmental ~~market~~actions ~~perception~~ that wecould dohave ~~not~~an ~~maintain~~adverse ~~high-quality~~effect ~~support,~~on ~~could adversely affect~~ our ~~reputation~~operations, ~~brand, business,~~ financial ~~condition~~results, and ~~results of operations~~reputation.

WePublic ~~are~~or professional debate regarding organ recovery techniques, perfusion practices, or evolving clinical protocols may subject our services to ~~risks~~heightened ~~associated~~scrutiny ~~with~~by ~~climate~~regulators, ~~change~~medical societies, ~~including~~or the ~~potential~~media. ~~increased~~Changes ~~impacts~~in ofaccepted ~~severe~~clinical ~~weather~~standards ~~events~~or onadverse publicity relating to the broader transplant ecosystem, even if not directly related to our ~~operations~~services, ~~and~~could ~~infrastructure~~reduce customer confidence or lead to increased regulatory oversight.

~~All~~The ~~climate~~market ~~change-related~~for ~~regulatory~~qualified ~~activity~~perfusionists, ~~and~~surgical ~~developments~~recovery ~~may~~personnel, ~~adversely affect our business~~ and ~~financial~~other ~~results~~specialized byclinical ~~requiring~~professionals usremains tohighly ~~reduce our emissions~~competitive, ~~make~~and ~~capital~~shortages ~~investments~~of toexperienced ~~modernize~~clinicians, ~~certain~~increased ~~aspects~~turnover, ofcredentialing ~~our operations~~delays, or ~~otherwise~~workforce ~~pay~~fatigue ~~for~~could adversely affect our ~~emissions.~~ability ~~Such~~to ~~activity~~provide ~~may~~services ~~also~~at ~~impact~~scale. usIn ~~indirectly~~addition, byevolving ~~increasing~~hospital ~~our~~privileging ~~operating~~requirements, ~~costs.~~state Inlicensure ~~addition~~rules, ~~passenger~~or ~~demand~~customer-specific ~~may~~credentialing bestandards ~~negatively~~may ~~impacted~~limit byour ~~climate~~ability ~~change~~to ~~concerns.~~deploy Aspersonnel weefficiently ~~consider~~across ~~purchasing~~different ~~additional~~jurisdictions ~~aircraft~~or customers, ~~there~~which could beincrease ~~additional~~ costs, ~~and~~reduce ~~disclosure~~operational ~~requirements~~flexibility, ifor weresult ~~were~~in toservice ~~own and/or operate~~disruptions.

Any failure to offer high-quality customer support may harm our relationships with Medical Customers and could adversely affect our reputation, brand, business, financial condition, and results of operations.

We strive to create and maintain high levels of customer satisfaction through the support provided by our Medical Logistics Coordinators. The reliability and effectiveness of our offerings, including our ability to provide high-quality customer support, helps us attract and retain customers. Transplant centers depend on our logistics coordinators to monitor and coordinate between multiple operators of air and ground transportation, surgical teams procuring organs, OPOs providing support at the donor site, and the transplant centers that will ultimately perform the transplant on the recipient. Our ability to provide effective and timely support is largely dependent on our ability to attract and retain skilled employees who can support our customers and are sufficiently knowledgeable about our services and operations. As we continue to grow our business and improve our platform, we may face challenges related to providing quality support at scale. Any actual or perceived failure to provide high-quality customer support, or any failure to appropriately track organs or maintain proper custody and control of organs intended for transplantation could adversely affect our reputation, brand, business, financial condition, and results of operations.

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~~The~~Our ~~potential~~reliance ~~physical~~on ~~effects~~contractual ofrelationships ~~climate~~with ~~change,~~certain ~~such~~transplant ~~as increased frequency and severity of storms~~centers, ~~floods~~hospitals, ~~fires,~~Organ ~~fog,~~Procurement ~~mist,~~Organizations ~~freezing conditions, sea-level rise,~~ and other ~~climate-related~~strategic ~~events,~~alliances could adversely affect our ~~operations~~business, ~~infrastructure, and~~ financial ~~results.~~condition Operational impacts, such as the delay or cancellation of flights, could result in loss of revenue. In addition, certain of our terminals are in locations susceptible to the impacts of storm-related flooding and ~~sea-level~~results ~~rise, which could result in costs and loss~~ of ~~revenue~~operations. We could incur significant costs to improve the climate resiliency of our infrastructure and otherwise prepare for, respond to, and mitigate such physical effects of climate change. We are not able to accurately predict the materiality of any potential losses or costs associated with the physical effects of climate change.

~~Terrorist~~We ~~attacks~~rely significantly on contractual relationships with certain transplant centers, ~~geopolitical~~hospitals, ~~conflict~~OPOs orand ~~security~~other ~~events~~strategic ~~may~~partners ~~adversely~~and ~~affect~~alliances for a substantial portion of our medical logistics and clinical services business. These relationships are important to our ability to expand into new markets and deepen our presence in existing markets. Our growth depends in part on our ability to successfully compete for and maintain these relationships, ~~financial~~including ~~condition~~through requests for proposals and ~~results~~other procurement processes, and many of ~~operations~~our contracts may be subject to termination, non-renewal, pricing pressure or changes in scope.

~~Terrorist~~Our ~~attacks,~~medical ~~geopolitical~~logistics ~~conflict~~and orclinical ~~security~~services ~~events,~~business oris ~~the~~highly ~~fear~~dependent oron ~~threat~~the ofvolume ~~any~~ of ~~these~~human ~~events,~~organs ~~could~~procured ~~have~~for atransplant ~~significant~~by ~~adverse~~our ~~effect~~Medical onCustomers. If our ~~business,~~Medical ~~reputation~~Customers ~~and~~cannot ~~brand.~~procure ~~Despite~~human ~~significant~~organs ~~security~~for ~~measures~~transplant ator ~~airports~~if ~~and heliports,~~ the ~~aviation~~transplant industry ~~remains~~experiences a ~~high-profile~~shortage ~~target~~of ~~for~~human ~~terrorist groups. Security events~~organs, ~~primarily~~whether ~~from~~due ~~external~~to ~~sources~~changes ~~but~~in ~~also~~public ~~from~~health ~~potential insider threats~~trends, ~~also~~donor ~~pose~~eligibility acriteria, ~~significant~~regulatory ~~risk~~or topolicy ~~our~~changes, ~~passenger~~or ~~and~~other ~~organ~~factors, ~~transport~~we ~~operations.~~may ~~These~~experience ~~events~~reduced ~~could~~demand ~~include~~for ~~random~~our ~~acts~~services, ofrevenue ~~violence~~volatility and ~~could~~challenges ~~occur~~ in ~~public~~achieving ~~areas~~or ~~that~~maintaining ~~we cannot control~~profitability. ~~Terrorist~~The ~~attacks,~~transplant ~~geopolitical~~ecosystem ~~conflict~~in orthe ~~security~~United ~~events,~~States oris ~~the~~relatively ~~fear~~concentrated oramong ~~threat~~a oflimited ~~any~~number of ~~these~~transplant ~~events,~~centers ~~even~~and ~~if not made directly on or involving the aviation industry~~OPOs, ~~could~~and ~~have~~our arelationships ~~significant~~within ~~negative~~this ~~impact~~ecosystem onmay expose us byto ~~discouraging~~heightened ~~passengers~~customer ~~from~~concentration ~~flying,~~and ~~leading~~ecosystem ~~to decreased revenue~~risk. InThe ~~addition,~~loss ~~potential costs from these types~~ of ~~events~~one ~~include~~or ~~increased~~more ~~security~~significant ~~costs~~Medical Customers, ~~impacts~~changes ~~from~~in ~~avoiding~~procurement ~~flight~~or ~~paths~~allocation ~~over~~practices, ~~areas~~or shifts in ~~which~~relationships ~~conflict~~among istransplant ~~occurring~~centers, hospitals or OPOs could ~~occur,~~have ~~such~~a asdisproportionate ~~flight~~impact ~~redirections~~on orour ~~cancellations~~operations, ~~reputational~~revenue ~~harm~~ and ~~other~~growth ~~costs~~prospects. IfReduced ~~any~~transplant orchallenges ~~all~~could ofalso ~~these~~impair ~~types~~our ofability ~~events~~to ~~occur,~~effectively ~~they~~utilize ~~could~~third-party ~~have~~aircraft aand ~~material~~ground ~~adverse~~operators ~~effect~~and oncould ~~our~~negatively ~~business,~~affect ~~financial~~our ~~condition~~operating ~~and results of operations~~margins.

WeAdditionally, ~~may~~advances ~~require~~in ~~substantial~~new ~~additional~~organ ~~funding~~preservation totechnology, ~~finance~~changes ~~our~~in ~~operations~~clinical practice, ~~but~~or ~~adequate~~the ~~additional~~development ~~financing~~of ~~may~~alternative ~~not~~treatments, beincluding ~~available~~the ~~when~~emergence weof animal-derived, synthetic, or lab-grown organs, could reduce the need itfor rapid, ondedicated ~~acceptable~~air ~~terms~~transportation of human organs or alter the mix of services required by our Medical Customers. Any such developments could reduce demand for our services, require changes to our business model or atplace ~~all~~downward pressure on pricing, any of which could materially adversely affect our business, results of operations and financial condition.

InOur ~~the~~growth ~~future, we could be required to raise capital through public or private financing or other arrangements. Such financing~~ may ~~not~~depend ~~be available~~ on ~~acceptable~~the ~~terms,~~adoption ~~or at all,~~ and ~~our~~effective ~~failure~~utilization toof ~~raise~~integrated ~~capital~~clinical ~~when~~and ~~needed~~logistics ~~could~~workflows ~~harm~~by our ~~business.~~Medical ~~For example~~Customers, ~~unfavorable economic conditions, whether related to inflation, interest rates, economic instability or otherwise have, resulted in,~~ and ~~may~~failure ~~continue~~ to ~~result~~achieve ~~in,~~such ~~significant~~adoption ~~disruption and volatility of global financial markets that~~ could adversely ~~impact~~affect our ability to access capital. We may sell equity securities or debt securities in one or more transactions at prices and in a manner we may determine from time to time. If we sell any such securities in subsequent transactionsbusiness, ~~our~~financial ~~current investors may be materially diluted. Any debt financing~~condition, ~~if available, may involve restrictive covenants~~ and ~~could~~results ~~reduce~~of ~~our operational flexibility or profitability~~operations. ~~If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.~~

AsOur ~~part~~strategy ofincludes ~~our~~expanding ~~growth~~offerings ~~strategy~~that integrate clinical services, welogistics ~~may~~coordination, ~~engage~~and intechnology-enabled ~~future~~workflows ~~acquisitions~~designed ~~that~~to ~~could~~support ~~disrupt~~transplant ~~our~~centers, ~~business~~OPOs, and ~~have~~hospitals. anThe ~~adverse~~successful ~~impact~~adoption and utilization of these integrated solutions by our Medical Customers may depend on factors outside of our ~~financial~~control, ~~condition~~including customers’ willingness to modify existing clinical practices, adopt new technologies, integrate our systems into their workflows, and allocate resources toward training and implementation.

WeMedical ~~have~~Customers ~~and~~may ~~intend~~be toslow ~~continue~~ to ~~explore~~adopt ~~potential~~new ~~strategic~~solutions ~~acquisitions~~due ofto ~~assets~~regulatory ~~and businesses~~considerations, ~~including~~internal ~~partnerships,~~governance ~~aircraft~~processes, ~~route~~budgetary ~~acquisitions or joint ventures with third parties. Our management has limited experience with acquiring and integrating acquired strategic assets and companies into our business~~constraints, ~~and~~competing ~~there is no assurance that any future acquisitions will be successful. We may not be successful in identifying appropriate targets for such transactions. In addition~~technologies, ~~we may not be able to continue the operational success of such businesses~~ or ~~successfully~~concerns ~~finance~~regarding orclinical ~~integrate~~outcomes, ~~any~~data ~~assets~~security, or ~~businesses~~operational ~~that we acquire or with which we form a partnership or joint venture~~disruption. WeEven ~~have~~where ~~and~~customers ~~may~~initially ~~continue~~adopt ~~to have impairment of intangible assets or goodwill related to~~ our ~~acquisitions. For example~~solutions, ~~during~~they ~~the~~may ~~year~~not ~~ended~~use ~~December~~them ~~31,~~as ~~2024,~~extensively ~~the~~as ~~Company recognized an impairment charge for the exclusive rights to air transportation services associated with Blade Canada in the amount of $5.8 million~~anticipated, ~~which~~may ~~was~~fail included in intangible impairment expense within general and administrative expenses in the consolidated statements of operations and is part of the Passenger segment. The impairment resulted from a modification to ~~the~~achieve ~~November~~expected 30efficiencies, ~~2021~~or ~~agreement~~may ~~with~~discontinue ~~Helijet,~~use ~~effective~~if ~~June~~competing 1offerings, ~~2024,~~preservation ~~which included an earlier termination date of August 31~~technologies, ~~2025~~or ~~(previously~~alternative anworkflows ~~initial~~become ~~term of five years with automatic renewals for successive two-year periods)~~available. ~~During the year ended December 31, 2024, the termination date was subsequently advanced to August 31, 2024.~~

~~Furthermore~~In addition, the ~~integration~~clinical ofenvironment ~~any~~in ~~acquisition~~which ~~may~~transplant ~~divert~~services ~~management’s~~are ~~time~~delivered ~~and~~is ~~resources~~highly ~~from~~complex ~~our core business~~ and ~~disrupt~~involves ~~our~~multiple ~~operations~~stakeholders, orincluding ~~may~~surgeons, ~~result in conflicts with our business. Any acquisition~~perfusionists, ~~partnership~~coordinators, orand ~~joint~~regulatory ~~venture~~bodies. ~~may~~If ~~reduce~~ our ~~cash~~integrated ~~reserves,~~offerings ~~may~~are ~~negatively~~perceived ~~affect~~as ~~our~~difficult ~~earnings~~to ~~and financial performance~~implement, ~~and,~~do tonot ~~the~~integrate ~~extent~~effectively ~~financed~~ with ~~the~~customer ~~proceeds of debt~~systems, ~~may~~or ~~increase~~fail ~~our indebtedness, and,~~ to ~~the~~demonstrate ~~extent~~measurable ~~acquired~~clinical or ~~financed~~operational ~~through equity issuance~~value, ~~dilute~~ our ~~current~~ability ~~investors.~~to Wegrow ~~cannot~~adoption ~~ensure~~among ~~that~~existing ~~any~~and ~~acquisition,~~prospective ~~partnership,~~Medical orCustomers ~~joint~~could ~~venture~~be weadversely ~~make will not have a material adverse effect on our business, financial condition, and results of operations~~affected.

Any failure to achieve widespread adoption or effective utilization of our integrated clinical and logistics offerings, including technology-enabled placement or coordination services, could reduce demand for our services, limit our ability to realize anticipated efficiencies or revenue growth, and materially adversely affect our business, financial condition, and results of operations.

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WeThe ~~may~~organ betransportation ~~unable~~and toclinical ~~manage~~services ~~our~~markets ~~future~~in ~~growth~~which ~~effectively,~~we ~~which~~operate ~~could~~are ~~make~~highly itcompetitive, ~~difficult~~and toincreased ~~execute~~competition could adversely affect our business, ~~strategy~~financial condition and results of operations.

IfThe ~~our~~markets ~~operations~~in ~~continue to grow as planned, of~~ which ~~there can be no assurance,~~ we ~~will~~operate ~~need~~are tohighly ~~expand~~competitive ~~our sales, marketing, operations,~~ and ~~the~~continue ~~number~~to ofevolve ~~aircraft operators with whom we do business~~rapidly. ~~Our~~We ~~continued~~compete ~~growth~~with ~~could~~a ~~increase~~range ~~the~~of ~~strain on our resources~~providers, ~~and we could experience operating difficulties,~~ including ~~difficulties~~organ intransportation ~~hiring, training,~~ and ~~managing~~logistics ~~an increasing number of employees. These difficulties may result in the erosion of our brand image~~companies, ~~divert~~aviation ~~the attention of management and key employees~~operators, ~~and~~healthcare ~~impact~~service ~~financial and operational results. In addition~~providers, intransplant ~~order~~logistics ~~to continue to increase our presence~~coordinators, ~~we expect to incur substantial expenses as we continue to attempt to increase our route offerings, flight frequency, passenger terminal footprint,~~ and ~~employee~~manufacturers ~~base. The continued expansion~~ of ~~our~~organ ~~business~~preservation ~~may also require additional space for administrative support~~technologies. IfSome wecompetitors ~~are~~may ~~unable~~have togreater ~~drive~~financial ~~commensurate growth~~resources, ~~these~~longer ~~costs~~operating histories, ~~which~~broader ~~include~~geographic ~~lease commitments~~reach, ~~marketing~~proprietary ~~costs and headcount~~technologies, ~~could~~or ~~result~~more inestablished ~~decreased~~relationships ~~margins~~with ~~and~~transplant ~~reduced~~centers, ~~profitability~~OPOs, ~~which could have a material adverse effect on our business~~hospitals, ~~financial~~or ~~condition,~~healthcare ~~and~~systems ~~results~~than ofwe ~~operations~~do.

WeIncreasingly, ~~are~~we ~~highly~~compete ~~dependent~~with oncompanies ~~our~~that ~~senior~~offer ~~management~~integrated ~~team~~logistics and ~~other~~clinical ~~highly~~service ~~skilled~~models, ~~personnel~~proprietary preservation technologies, or differentiated device ecosystems. IfWhile we ~~are~~now ~~not~~offer ~~successful~~a inbroader ~~attracting~~suite orof ~~retaining~~clinical ~~highly~~services, ~~qualified~~including ~~personnel~~surgical organ recovery, weNormothermic Regional Perfusion (“NRP”), and perfusion staffing following the Keystone acquisition, competitors may ~~not~~benefit from proprietary preservation platforms, vertically integrated device offerings, or alternative business models that may be ~~able~~perceived toby ~~successfully~~customers ~~implement~~as providing clinical or operational advantages. In addition, some competitors may bundle preservation devices, logistics coordination, and clinical services into a single offering, which may create pricing, contracting or technological advantages that could place pressure on our ~~business~~margins ~~strategy~~or customer relationships.

~~Our~~Competition ~~success~~may ~~depends,~~result in ~~significant~~reduced ~~part~~pricing, onlower ~~the~~margins, ~~continued~~loss ~~services~~ of ~~our~~customers, ~~senior~~increased ~~management~~marketing ~~team~~ and onoperating ~~our ability to attract~~costs, ~~motivate,~~or ~~develop,~~reduced ~~and~~demand ~~retain~~for aour ~~sufficient~~services. ~~number~~In ~~of other highly skilled personnel~~addition, ~~including~~consolidation ~~finance,~~among ~~marketing~~competitors, ~~sales,~~strategic ~~technology~~partnerships, ~~legal~~or ~~and support personnel. We believe that~~ the ~~breadth~~entrance ~~and depth~~ of ~~our~~new ~~senior~~market ~~management~~participants, ~~team’s~~including ~~experience~~healthcare ~~across~~providers, ~~multiple~~aviation ~~industries will be instrumental to our success. The loss of any one or more members of our senior management team~~operators, ~~for~~technology ~~any reason~~companies, ~~including resignation~~ or ~~retirement~~device manufacturers, could ~~impair~~intensify ~~our~~competitive ~~ability~~pressures. toIf ~~execute~~we ~~our~~are ~~business~~unable ~~strategy~~to ~~and~~compete ~~have~~effectively aon ~~material~~the ~~adverse~~basis ~~effect~~of onsafety, ~~our business~~reliability, ~~financial~~clinical ~~condition~~capabilities, ~~and~~pricing, ~~results~~or ofcustomer ~~operations. Additionally~~relationships, our business, financial condition, and results of operations ~~may~~could be materially adversely affected ~~if we are unable to attract and retain skilled employees to support our operations and growth~~.

Our ~~company~~business ~~culture~~depends ~~has~~on ~~contributed~~the toavailability of organ donors and viable donor organs, which are influenced by factors beyond our ~~success~~control, and ifany wedecrease ~~cannot~~in ~~maintain~~the ~~this~~availability ~~culture~~or asutilization weof ~~grow,~~viable ~~our~~donor ~~business~~organs could behave ~~harmed~~a material adverse effect on demand for our services and results of operations.

WeThe ~~believe~~success ~~that~~of our ~~company~~medical ~~culture,~~logistics ~~which~~and ~~promotes~~transport ~~accountability,~~operations ~~attention~~relies toon ~~detail,~~the ~~communication,~~continued availability of organ donors and ~~support~~viable donor organs for ~~others,~~transplant. ~~has~~The ~~been~~supply ~~critical~~of todonor ~~our~~organs, ~~success.~~as Wewell ~~face~~as athe ~~number~~volume of ~~challenges~~organs ~~that~~ultimately ~~may~~recovered ~~affect~~and ~~our~~transplanted, ~~ability~~is toinfluenced ~~sustain~~by ~~our~~numerous ~~corporate~~factors ~~culture~~outside our control, including: changes in organ donation rates, advancements in medical practices and preservation technologies, legislative, regulatory or policy changes affecting organ procurement and allocation, and shifts in public attitudes toward organ donation.

~~•failure~~Additionally, tobroader ~~identify~~public health and societal factors, ~~attract~~such as pandemics or other public health crises, ~~reward~~changes in accident or mortality rates, ~~and~~or ~~retain~~modifications ~~people~~to indonor ~~leadership~~eligibility ~~positions~~criteria, inmay ~~our~~impact ~~organization~~the ~~who~~availability ~~share~~of donor organs or the timing and ~~further~~logistics ~~our~~associated ~~culture,~~with ~~values,~~organ recovery and ~~mission;~~transplant. Changes in oversight, performance standards or allocation policies applicable to OPOs or transplant centers could also impact transplant volumes or operational workflows.

•If the ~~increasing~~availability ~~size~~or utilization of viable organs declines or if legislative, regulatory or policy changes limit the efficiency or scope of organ procurement or transportation, demand for our services could decrease, volumes could become more volatile, and ~~geographic~~our ~~diversity~~ability to efficiently deploy transportation and clinical resources could be adversely affected. Any of the foregoing could negatively impact our ~~workforce;~~business, results of operations, financial condition and growth prospects.

~~•competitive~~Reimbursement ~~pressures~~and tofunding ~~move~~for inmedical ~~directions~~transport ~~that~~services may ~~divert~~be usinsufficient, ~~from~~adversely affecting our ~~mission,~~revenue ~~vision,~~ and ~~values;~~profitability.

•Our ability to generate revenue from our medical logistics and transport services depends, in significant part, on our customers’ ability to secure adequate reimbursement or funding from government programs, private insurers, and other third-party payers to cover the ~~continued~~costs ~~challenges~~associated ofwith aorgan ~~rapidly~~procurement and transplantation. Although we do not bill government programs or insurers directly, transplant centers, hospitals and OPOs may rely on reimbursement or other funding sources to cover the costs associated with organ transport. If our customers are unable to secure sufficient reimbursement or funding for transplant-~~evolving~~related ~~industry;~~services, demand for our services could be reduced and our business could be adversely affected. In the U.S., reimbursement and funding for these services may be influenced by Medicare, Medicaid, private insurers, and other payers, each of which has substantial discretion in determining coverage, payment levels, and what services are considered “reasonable and necessary.” A lack of adequate reimbursement or funding, or changes in

•the increasing need to develop expertise in new areas of business that affect us;

•negative perception of our treatment of employees or our response to employee sentiment related to political or social causes or actions of management; and

•the integration of new personnel and businesses from acquisitions.

If we are not able to maintain our culture, our business, financial condition, and results of operations could be adversely affected.

Our financial results may fluctuate from quarter to quarter, which makes our results difficult to predict and may cause our results to fall short of expectations.

Our financial results may fluctuate from quarter to quarter due to a number of factors, including but not limited to the seasonality of our fliers’ travel patterns and the demands of our Medical Customers, both of which are unpredictable and could impact the volume of air transportation missions we arrange in any given quarter. Our revenue from sales may fluctuate significantly from quarter to quarter, and our future quarterly and annual expenses as a percentage of our revenue may be significantly different from those we have recorded in the past. Our financial results in some quarters may fall below expectations. Comparing our financial results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance.

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~~Operation~~payer ofpolicies, ~~aircraft~~could ~~involves~~limit aour ~~degree~~customers’ ofwillingness ~~inherent~~or ~~risk.~~ability Weto ~~could~~use ~~suffer~~our ~~losses~~services, ~~and~~particularly ~~adverse~~if ~~publicity~~they ~~stemming~~determine ~~from~~that ~~any~~alternative ~~accident~~transportation ~~involving~~options ~~small~~or ~~aircraft,~~operational ~~helicopters,~~approaches are more economical. In markets where reimbursement or ~~charter~~funding ~~flights~~for ~~and,~~organ intransport ~~particular~~services is unavailable or limited, ~~from~~hospitals ~~any~~and ~~accident~~transplant ~~involving~~centers ~~our~~may ~~third~~seek more cost-~~party~~effective ~~aircraft~~alternatives, ~~operators~~reducing our potential revenue.

~~The~~Even ~~operation~~if ofexisting ~~aircraft~~reimbursement ~~is subject to various risks,~~ and ~~demand~~funding ~~for~~arrangements ~~air~~from ~~transportation~~government ~~has~~programs and ~~may in the future be impacted by accidents or other safety issues regardless of whether such accidents or issues involve Blade flights, our~~ third-party ~~aircraft~~payers ~~operators,~~currently ~~aircraft~~make ~~flown by~~ our ~~third-party~~services ~~aircraft~~or ~~operators~~related orproducts ~~Blade~~cost-~~owned~~effective ~~aircraft.~~for ~~Air transportation hazards~~hospitals, ~~such~~these asarrangements ~~adverse~~are ~~weather~~subject ~~conditions~~to ~~and~~change. ~~fire~~Ongoing ~~and~~efforts ~~mechanical~~by ~~failures~~governments, ~~may~~insurance ~~result~~companies, inand ~~death~~other orpayers ~~injury~~ to ~~personnel~~contain ~~and passengers which could impact client~~ or ~~passenger~~reduce ~~confidence~~healthcare incosts ~~a particular aircraft type or the air transportation services industry as a whole and~~ could ~~lead~~result ~~to a reduction~~ in ~~volume,~~legislative ~~particularly if such accidents~~ or ~~disasters~~regulatory ~~were~~reforms ~~due~~that tosignificantly areduce ~~safety~~or ~~fault.~~eliminate ~~Safety~~reimbursement ~~statistics~~ for ~~air travel are reported by multiple parties, including~~ the ~~Department~~services ofwe ~~Transportation (“DOT”) and National Transportation Safety Board (“NTSB”)~~provide, ~~and are often separated into categories of transportation. Because our services include a variety of transportation methods~~ including both aircraft and ground vehicles, our customers may have a hard time determining how safe our services are, and their confidence in the safety of our services may be impacted by, among other things, the classification of accidents in ways that reflect poorly on urban air mobility services, organ ~~transportation~~transport ~~services, air medical transportation~~ or ~~the~~any ~~transportation~~related ~~methods they utilize~~devices.

WeIf ~~believe~~hospitals, ~~that~~transplant ~~safety~~centers ~~and~~or ~~reliability~~OPOs ~~are~~in ~~two of~~ the ~~primary attributes fliers consider when selecting air transportation services~~U.S. ~~Our failure, or that of our third-party operators, to maintain standards of safety and reliability that~~ are ~~satisfactory~~unable to ~~our~~obtain ~~customers~~sufficient ~~may~~reimbursement ~~adversely~~or ~~impact~~funding ~~our~~for ~~ability to retain current customers and attract new customers. We are at risk of adverse publicity stemming from any public incident involving~~ our ~~company~~services, ~~our~~they ~~people,~~may orlack ~~our brand. Such an incident could involve~~ the ~~actual~~economic orincentives ~~alleged~~to ~~behavior~~continue ofusing ~~any of our employees or third-party aircraft operators~~them. ~~Further~~Additionally, if ~~our~~hospitals ~~personnel, one of our third-party operators’ aircraft, one of our third-party operators’ Blade-branded aircraft, a Blade-owned aircraft,~~ or asurgeons ~~type~~determine ~~of aircraft in our third-party operators’ fleet~~ that isthe ~~used~~benefits ~~by us is involved in a public incident, accident, catastrophe, or regulatory enforcement action, which could be attributed, in part, to a lack~~ of ~~sufficient safety auditing, we could be exposed to significant reputational harm and potential legal liability. Blade-branded aircraft have in the past been involved in accidents and despite~~ our ~~best~~services ~~efforts,~~do ~~there can be no guarantee that such events will~~ not ~~occur~~justify in the ~~future. The insurance we carry may be inapplicable or inadequate to cover any such incident~~cost, ~~accident, catastrophe, or action. In the event that~~ our ~~insurance~~business iscould ~~inapplicable or inadequate, we may~~ be ~~forced~~adversely ~~to bear substantial losses from an incident or accident. In addition~~affected, any such incident, accident, catastrophe, or action involving our employees, a Blade-owned aircraft, one of the Blade-branded aircraft used by us belonging to our third-party operators’ fleet (or personnel and aircraft of our third-party operators), or the same type of aircraft as used by our third-party operators could create an adverse public perception, which could ~~harm~~negatively ~~our~~impact ~~reputation, resulting in current or prospective customers being reluctant to use~~ our ~~services and adversely impacting our business, results of operations, and~~ financial condition. If one or more of our third-party aircraft operators were to suffer an accident or lose the ability to fly certain aircraft due to safety concerns or investigations, we may be required to cancel or delay certain flights until replacement aircraft and ~~personnel~~growth ~~are obtained~~prospects.

WeThe ~~may~~transport ~~purchase~~of ~~additional~~organs ~~aircraft~~involves innumerous ~~the~~risks ~~future~~and delivery failures could expose us to liability and have a material adverse effect on our business, financial condition, results of operations, and reputation.

~~Purchasing~~Our ~~additional~~medical ~~aircraft~~logistics ~~could change aspects of our business model~~ and ~~include~~transport aoperations ~~significant~~depend ~~investment~~on ~~that~~precise ~~could~~timing ~~affect our financial condition, cost structures~~ and ~~cause~~coordination ~~operational disruptions. Though we intend~~ to ~~continue~~ensure ~~to service~~ the ~~majority~~viability of ~~our~~organs ~~demand~~for ~~utilizing~~transplantation. ~~aircraft~~Organs ~~that~~have ~~are~~strict ~~owned~~ischemic ~~and~~time ~~operated~~limits, bymeaning ~~third~~any ~~parties,~~delays—whether ~~purchasing~~due ~~aircraft~~to ~~represents~~weather anconditions, ~~evolution~~air oftraffic ~~our~~control ~~“asset-light”~~restrictions, ~~business~~aircraft ~~model~~availability, asmaintenance ~~there~~issues, ~~are~~logistical ~~risks~~inefficiencies ~~associated with owning~~ or ~~operating~~other ~~any~~operational ~~number~~challenges, ofwhether ~~aircraft.~~foreseeable ~~The~~or ~~value~~not ~~of our aircraft~~ foreseeable—could becompromise ~~impacted~~organ inquality ~~future~~or ~~periods~~render byorgans ~~changes~~unsuitable infor ~~supply~~transplantation. ~~and~~Even ~~demand~~relatively ~~for~~minor ~~these~~deviations ~~aircraft,~~from ~~including~~planned astimelines acan ~~result~~significantly ofreduce the ~~grounding~~chances of ~~aircraft,~~a ~~which~~successful ~~could~~transplant, ~~adversely~~potentially ~~impact~~leading ~~our~~to ~~business,~~adverse ~~operating~~patient ~~results~~outcomes, ~~cash~~liability ~~flows~~exposure and ~~financial~~reputational ~~condition~~damage. ~~In addition, we may be required to recognize losses in the future due to a decline in the fair values of certain tangible assets, including these aircraft.~~

~~Additionally,~~In weaddition ~~may~~to ~~incur~~timing-related ~~substantial~~risks, ~~maintenance~~improper ~~costs~~handling ~~as part~~ of ~~our~~organs, ~~owning~~temperature ~~aircraft.~~deviations, ~~Maintaining~~failure ato ~~fleet~~maintain ofrequired ~~aircraft~~storage ~~will~~or ~~require~~monitoring ~~regular maintenance work~~conditions, ~~which may cause operational disruption. Our inability to perform~~ or tobreakdowns ~~contract timely maintenance and repairs can result~~ in ~~our~~communication ~~aircraft~~or ~~being~~coordination ~~underutilized~~during ~~which~~transport could ~~have~~further anadversely ~~adverse~~ impact onorgan ~~our business, financial condition and results of operations~~viability. OnEquipment ~~occasion~~malfunctions, ~~airframe~~software ~~manufacturers and/~~or ~~regulatory~~systems ~~authorities~~failures, ~~require mandatory~~ or ~~recommended~~human ~~modifications~~error ~~to be made across a particular fleet which~~ may ~~mean~~also ~~having~~contribute to ~~ground~~such ~~a particular type of aircraft~~risks. ~~This~~Any ~~may~~such ~~cause~~incidents ~~operational~~could ~~disruption~~result ~~to, and impose significant costs on us. Furthermore, our operations~~ in ~~remote~~liability ~~locations~~claims, ~~where~~regulatory ~~delivery of components and parts or transportation of maintenance personnel could take a significant period of time~~scrutiny, ~~could~~harm ~~result~~to ~~in delays in~~ our ~~ability~~reputation, ~~to maintain~~ and ~~repair~~financial ~~our aircraft~~repercussions.

~~Ownership~~Although ofwe ~~aircraft~~employ isrigorous ~~subject~~operational toprotocols ~~various~~designed ~~legal,~~to ~~financial~~mitigate ~~and~~these ~~reputational~~ risks, ~~stemming~~including ~~from~~route ~~catastrophic disasters~~redundancies, ~~crashes~~temperature-controlled storage solutions, ~~mechanical~~monitoring ~~failures~~systems, and ~~collisions,~~close ~~which~~coordination ~~may~~with ~~result~~medical inteams ~~loss~~and ofthird-party ~~life~~transportation providers, ~~personal~~organ ~~injury~~transport ~~and/or~~remains ~~damage~~inherently tocomplex ~~property~~ and ~~equipment~~unpredictable. IfFailures ~~any~~in oforgan ~~these~~delivery ~~events~~may ~~were~~damage toour ~~occur,~~relationships wewith ~~could~~hospitals, ~~experience~~OPOs, ~~loss~~and oftransplant ~~revenue~~centers, ~~termination~~erode oftrust ~~customer~~in ~~contracts~~our services, ~~higher~~and ~~insurance~~reduce ~~rates,~~demand ~~litigation~~for our offerings, ~~regulatory~~any ~~investigations~~of ~~and~~which ~~enforcement~~could ~~actions~~materially ~~(including~~adversely ~~potential~~affect ~~grounding~~our business, financial condition, results of ~~our~~operations, and reputation.

Because our services involve the coordination of clinical activities with aviation and ground transportation operations, incidents may implicate multiple regulatory and liability frameworks, including healthcare standards of care, aviation safety regulations, and contractual obligations to customers. The interaction between these regimes could increase the complexity, duration, and cost of investigations, insurance claims, or litigation arising from a single event and may expose us to risks that are greater than those faced by companies operating solely within either the healthcare or aviation industries.

Risks associated with our ground transportation operations could adversely affect our business and financial results.

In addition to aviation logistics, we provide and coordinate ground transportation services using a combination of owned vehicles and third-party providers. Ground transportation operations involve inherent risks, including vehicle accidents, driver error, adverse weather conditions, equipment failure, regulatory compliance challenges, and operational delays. Because many organ transport missions are time-sensitive, disruptions to ground transportation may negatively impact transplant outcomes, customer relationships and our reputation.

Our ground operations may also expose us to additional regulatory requirements at the federal, state and local level, including licensing requirements, emergency transport regulations, vehicle safety standards and labor-related obligations.

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~~fleet~~Compliance ~~and~~with ~~suspension~~these orrequirements ~~revocation~~may ofincrease ~~our~~operational ~~operating~~complexity ~~authorities)~~ and ~~damage to our reputation and customer relationships. Moreover~~costs, ~~any aircraft accident or incident, even if fully insured,~~ and ~~operated~~failure byto acomply ~~third-party operator,~~ could ~~create~~result ain ~~public~~fines, ~~perception that we are less safe or reliable than other air transportation companies~~penalties, ~~which~~loss ~~could~~of ~~cause~~licenses ~~our customers to lose confidence in us and switch to other air transportation companies~~ or ~~other~~reputational ~~means of transportation~~harm.

IfAs we ~~choose~~expand toour ~~operate~~ground ~~some~~transportation ~~aircraft~~footprint, ~~directly~~including through owned vehicles or acquisitions, we may incur increased insurance costs, maintenance expenses, staffing requirements or liability exposure. Any significant incident, accident or operational disruption involving ground transportation could result in ~~the~~litigation, ~~future~~regulatory scrutiny, ~~versus~~reputational ~~utilizing~~damage aor ~~third-party~~increased operating costs, wewhich ~~would~~could bematerially ~~subject~~adversely toaffect ~~additional~~our ~~risks~~business, financial condition and results of operations.

~~Our~~Advancements ~~management~~in ~~has~~technology ~~limited~~could ~~experience~~make ~~with~~ground ~~operating~~or ~~aircraft.~~commercial Weair ~~may~~transport ~~not~~of beorgans ~~successful~~more inviable, ~~identifying~~reducing ~~all potential costs and regulatory requirements related to~~ the ~~operation~~need ~~and~~for ~~maintenance~~our ofprivate ~~aircraft,~~air ~~and~~transportation ~~we may incur considerable costs~~services.

~~The~~Our ~~operation~~business ofdepends ~~aircraft~~in ispart ~~subject~~on tothe ~~various~~demand ~~risks,~~for ~~including~~private ~~catastrophic~~air ~~disasters,~~transportation ~~crashes,~~of ~~mechanical~~organs ~~failures~~for ~~and~~transplant. ~~collisions~~However, ~~which~~advancements ~~may result~~ in ~~loss~~medical ofpreservation ~~life~~technology, ~~personal~~new ~~injury~~medical ~~and/~~devices or ~~damage~~other totechnological ~~property~~developments ~~and~~or ~~equipment.~~improvements ~~We may experience accidents~~ in ~~the~~commercial ~~future~~air iflogistics wecould, ~~choose~~over totime, ~~operate~~reduce ~~some~~the ~~aircraft~~need ~~directly~~for ~~(either on~~ our ~~own or via the acquisition of a third-party)~~services. ~~These~~Innovations ~~risks~~such ~~could~~as ~~endanger~~enhanced ~~the~~organ ~~safety~~preservation ~~of our customers~~techniques, ~~our~~longer ~~employees,~~viability ~~third~~windows ~~parties,~~for ~~equipment,~~donor organs ~~and other medical cargo~~, ~~and~~or ~~the~~dedicated ~~environment.~~organ Iftransport ~~any~~networks ofusing ~~these~~commercial ~~events~~carriers ~~were to occur, we~~ could ~~experience~~shift ~~loss~~demand ofaway ~~revenue,~~from ~~termination~~private ofair ~~customer~~transport. ~~contracts,~~If ~~higher~~these ~~insurance~~or ~~rates,~~other ~~litigation,~~technological ~~regulatory~~developments ~~investigations~~decrease ~~and~~the ~~enforcement~~reliance ~~actions~~on ~~and damage to~~ our ~~reputation~~medical ~~and~~transport ~~customer relationships. In addition~~services, toour ~~the extent an accident occurs with an aircraft we operate or charter~~business, wefinancial ~~could be held liable for resulting damages~~condition, ~~which may involve claims from injured passengers,~~ and ~~survivors~~growth ofprospects ~~deceased~~could ~~passengers,~~be ~~our~~adversely ~~Medical customers and property owners~~affected.

~~There~~Operation ~~can be no assurance that the amount~~ of ~~our~~aircraft ~~insurance~~involves ~~coverage~~a ~~available~~degree ~~in the event~~ of ~~such~~inherent ~~losses~~risk. ~~would~~We becould ~~adequate~~suffer ~~to cover such~~ losses, orand ~~that~~adverse wepublicity ~~would~~stemming ~~not be forced to bear substantial losses~~ from ~~such events, regardless of our insurance coverage. Moreover,~~ any ~~aircraft~~ accident ~~or incident, even if fully insured, and whether~~ involving ussmall ~~or other private~~ aircraft, ~~operators~~helicopters, ~~could create a public perception that we are less safe~~ or ~~reliable~~charter ~~than~~flights ~~other private aircraft operators~~and, ~~which could cause our customers to lose confidence~~ in ~~us and switch to other private aircraft operators or other means of transportation. In addition~~particular, from any ~~aircraft~~ accident ~~or incident, whether~~ involving usour orthird-party ~~other private~~ aircraft operators~~, could also affect the public’s view of industry safety, which may reduce the amount of trust by our customers~~.

WeThe ~~are~~operation ~~especially~~of ~~vulnerable~~aircraft is subject to ~~delays~~various inherent risks, ~~cancellations~~and demand for air transportation has been, orand ~~flight~~may ~~rescheduling~~in the future be, asimpacted weby ~~rely~~accidents onor ~~maintaining~~other asafety ~~high~~issues ~~daily~~in ~~aircraft~~the ~~usage~~aviation ~~rate~~industry, ~~and~~regardless ~~need~~of towhether ~~aggregate~~such ~~fliers~~accidents onor issues involve our byflights, our third-~~the-seat~~party ~~flights~~aircraft tooperators, ~~lower~~aircraft ~~direct~~flown ~~costs~~by toour third-party aircraft operators or Strata-owned aircraft. Air transportation hazards, such as adverse weather conditions, mechanical failures, operational disruptions, or other safety issues, may result in injury or loss of life and may negatively affect customer confidence in particular aircraft types, transportation providers or the broader air transportation services industry. Public reporting of safety incidents by governmental authorities such as the Department of Transportation and the National Transportation Safety Board may categorize accidents in ways that do not reflect the specific circumstances of our operations, which could nonetheless adversely affect perceptions of the safety of our services.

~~Our~~Safety ~~success~~and ~~depends~~reliability inare ~~part~~key onconsiderations ~~maintaining~~for aour ~~high~~Medical ~~daily~~Customers ~~aircraft~~when ~~usage~~selecting ~~rate~~air (itransportation providers.~~e.,~~ ~~the~~Any ~~number~~failure ofby ~~revenue~~us ~~generating~~or ~~hours~~our ~~flown~~third-party onoperators ~~average~~to inmaintain asafety ~~day),~~and ~~which~~reliability ~~can~~standards beacceptable ~~achieved~~to inour ~~part~~customers bymay ~~reducing~~adversely ~~turnaround~~impact ~~times~~our atability ~~heliports~~to ~~and~~retain ~~airports.~~current ~~Aircraft~~customers ~~usage~~or ~~rate~~attract isnew ~~reduced~~customers. byWe ~~delays~~may ~~caused~~also byface aadverse ~~variety~~publicity ofstemming ~~factors,~~from ~~many~~any ofpublic ~~which~~incident ~~are~~involving ~~beyond~~ our ~~control~~company, ~~including~~our ~~adverse~~people, ~~weather~~our ~~conditions~~brand, ~~security~~or ~~requirements,~~aircraft ~~air~~utilized ~~traffic~~in ~~congestion~~our operations, ~~and~~including ~~unscheduled~~aircraft ~~maintenance~~owned or operated by third-party operators. ~~Reduced~~Such ~~aircraft~~an ~~usage~~incident ~~rates~~could ~~may~~involve ~~limit~~actual ~~our~~or ~~ability~~alleged tomisconduct, ~~achieve~~operational ~~and~~failures, ~~maintain~~or ~~profitability~~regulatory asenforcement ~~well~~actions, asand could lead to ~~customer~~reputational ~~dissatisfaction~~harm, reduced demand for our services, and increased scrutiny from regulators or customers.

In ~~our Passenger segment~~addition, ~~our~~accidents ~~success~~or ~~also~~safety-related ~~depends~~investigations oninvolving ~~our~~aircraft ~~ability~~used toin ~~generate~~our ~~more~~operations, ~~revenue~~including ~~per~~aircraft ~~flight~~owned by ~~maintaining~~third ~~high~~parties, ~~flier~~aircraft ~~utilization~~bearing ~~rates~~our ~~(i.e.~~branding, ~~the~~or ~~number~~aircraft oftypes ~~seats~~commonly ~~purchased~~utilized onby ~~each~~our ~~flight).~~third-party ~~Flier~~operators, ~~utilization~~could ~~rates~~expose ~~may~~us beto ~~reduced~~litigation, byliability aclaims, ~~variety~~and offinancial ~~factors,~~losses. ~~including~~Although ~~the~~we ~~introduction~~maintain ofinsurance ~~new~~coverage, ~~routes~~such orinsurance ~~schedules.~~may Inbe ~~some~~unavailable, ~~cases~~inadequate, weor ~~may~~subject ~~choose~~ to ~~offer~~exclusions ~~flights~~or ~~with~~disputes, ~~low~~and ~~flier~~may ~~utilization~~not ~~rates~~fully tocover ~~increase~~potential orliabilities. ~~maintain~~If ~~flier~~one ~~satisfaction~~or ~~and~~more ~~brand~~of ~~recognition~~our ~~and~~third-party ~~for~~aircraft ~~marketing~~operators orwere ~~other~~to ~~purposes.~~experience Wean ~~have~~accident, ~~utilized~~regulatory ~~certain~~grounding, ~~commuter~~or ~~passes~~other ~~and~~safety-related ~~bulk~~interruption, ~~purchasing~~we ~~options~~may tobe ~~increase~~required ~~our~~to ~~flier~~cancel ~~utilization~~or ~~rates~~delay inflights ~~the~~until ~~past;~~alternative ~~however,~~aircraft ~~these~~or ~~products~~personnel ~~may~~can be ~~less~~secured, ~~appealing~~which ~~due~~could toadversely ~~changes~~affect inour ~~consumer~~operations, ~~preferences~~reputation, ~~discretionary~~financial ~~spending~~condition, and ~~other~~results ~~economic~~of ~~factors~~operations.

~~While~~We ~~historically~~are wesubject ~~have maintained daily aircraft and flier utilization rates sufficient~~ to ~~offset~~risks ~~the~~associated ~~costs~~with weclimate ~~pay to operators~~change, weincluding ~~may~~regulatory bedevelopments ~~unable to maintain~~ and ~~increase~~the ~~utilization~~potential ~~rates~~increased asimpacts ~~our business grows and expands. The risk~~ of ~~delays,~~severe ~~cancellations,~~weather ~~and~~events ~~flight~~on ~~rescheduling, which could negatively impact~~ our ~~utilization~~operations ~~rates, may increase as we expand our business to include new markets~~ and ~~destinations, more frequent flights on current routes, and expanded facilities~~infrastructure.

~~Our~~Climate ~~Short~~change-related ~~Distance~~regulatory ~~business~~developments ~~concentrated~~may inadversely aaffect ~~small~~our ~~number~~business ofand ~~metropolitan~~financial ~~areas~~results ~~and~~by ~~airports~~requiring ~~which~~us, ~~makes~~or usthe ~~particularly~~third ~~susceptible~~parties toon ~~natural~~which ~~disasters~~we rely, ~~outbreaks~~to ~~and~~reduce ~~pandemics~~emissions, ~~economic,~~incur ~~social,~~additional ~~political,~~operating ~~weather~~costs, ~~growth~~make ~~constraints,~~capital ~~and~~investments ~~regulatory~~to ~~conditions~~modernize aircraft or other ~~circumstances~~aspects ~~affecting~~of ~~these~~our ~~metropolitan~~operations, ~~areas~~or comply with enhanced disclosure and reporting obligations. Such developments could increase the cost of aviation fuel, aircraft ownership or operation, or transportation services provided

We derive a significant portion of our Short Distance revenue from flights that either originate from or fly into heliports and airports located in or near New York, New York, the South of France and Monaco. As a result of our geographic concentration, our business and financial results are particularly susceptible to natural disasters, outbreaks and pandemics, economic, social, political, weather, growth constraints, and regulatory conditions or other circumstances in each of these metropolitan areas. A significant interruption or disruption in service at one of the locations where we have a significant

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~~volume~~by ofthird-party ~~flights~~operators. ~~could~~As ~~result~~we inevaluate ~~the~~future ~~cancellation,~~fleet ~~reduction~~ or ~~delay~~infrastructure ~~of a significant portion of our flights and~~investments, asevolving aemissions ~~result,~~standards ~~could~~or ~~have~~sustainability aregulations ~~severe~~may ~~impact~~increase ~~on our business~~costs, ~~results~~require ofoperational ~~operations~~changes, ~~and financial condition. In addition, any changes to local laws~~ or ~~regulations~~impose ~~within~~additional ~~these~~compliance ~~key metropolitan areas that affect our ability to operate or increase our operating expenses in these markets would have an adverse effect on our business, financial condition, and operating results~~burdens.

~~Disruption~~The potential physical effects of ~~operations~~climate atchange, ~~the~~such ~~airports~~as orincreased ~~heliports~~frequency ~~where~~and weseverity ~~operate~~of storms, ~~whether~~floods, ~~caused~~fires, byfog, ~~labor~~mist, ~~relations~~freezing conditions, ~~utility~~sea-level orrise, ~~communications~~and ~~issues~~other orextreme ~~fuel~~weather ~~shortages~~events, could ~~harm~~disrupt our ~~business.~~operations, ~~Certain~~infrastructure, ~~governing~~and ~~bodies,~~financial ~~airports~~results. orOperational ~~heliports~~impacts, ~~may~~such ~~regulate~~as flight ~~operations~~delays, ~~such~~cancellations, asor ~~limiting~~reduced oraircraft ~~restricting~~availability, ~~the~~could ~~number~~result ofin ~~landings~~lost revenue, ~~which~~increased ~~could~~costs, ~~reduce~~and ~~our~~reduced ~~operations~~customer confidence. ~~Bans~~In oraddition, ~~restrictions~~certain onof our ~~operations~~operational orlocations are susceptible to the ~~introduction~~impacts of ~~any~~storm-related ~~new~~flooding, ~~permitting~~sea-level ~~requirements~~rise or other climate-related risks, which could ~~similarly~~lead ~~impact~~to ~~our~~infrastructure ~~business.~~damage, Inservice ~~addition~~disruptions, ~~demand~~or ~~for~~additional ~~our~~capital ~~urban~~expenditures ~~air~~to ~~mobility~~enhance ~~services~~resiliency. ~~could~~Although bewe ~~impacted~~seek ifto ~~drop-offs~~monitor orand ~~pick~~manage climate-~~ups~~related ofrisks, ~~fliers~~we ~~become~~cannot ~~inconvenient~~accurately ~~because~~predict ofthe ~~airport~~timing, ~~rules~~scope or ~~regulations~~materiality of any potential losses, regulatory impacts, or ~~more~~costs ~~expensive~~associated ~~for~~with ~~fliers~~climate ~~because~~change, ofand ~~airport-imposed~~any ~~fees,~~such ~~which~~developments ~~would~~could materially adversely affect our business, financial condition, and ~~operating~~ results of operations.

~~Our~~Terrorist ~~concentration~~attacks, ingeopolitical ~~large~~conflict ~~metropolitan~~or ~~areas~~security ~~and~~events ~~heavily~~may ~~trafficked~~adversely ~~airports~~affect ~~also makes~~ our business ~~susceptible to an outbreak of a contagious disease~~, ~~such~~financial ascondition the Ebola virus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu, Zika virus, COVID-19, or any other similar illness, both due to the risk of a contagious disease being introduced into the metropolitan area through the high volume of travelers flying into and ~~out~~results of ~~such airports and the ease at which contagious diseases can spread through densely populated areas, as seen with the spread of COVID-19~~operations.

~~Natural~~Terrorist ~~disasters~~attacks, ~~including~~geopolitical ~~tornados~~conflict, ~~hurricanes,~~security ~~floods and earthquakes~~incidents, ~~wildfires~~or ~~and~~perception ~~severe~~of ~~weather conditions,~~ such asevents ~~heavy~~could ~~rains,~~adversely ~~strong~~affect ~~winds,~~our ~~dense fog~~business, ~~blizzards~~reputation, ~~or snowstorms~~brand, ~~may~~and ~~damage~~operations. orThe ~~impact~~aviation ~~our~~and ~~facilities,~~transportation ~~those~~industries ofremain ~~third~~high-~~party~~profile ~~aircraft~~targets ~~operators,~~for orsecurity ~~otherwise~~threats, ~~disrupt~~and ~~flights~~disruptions ~~into~~arising ~~or out of the airports~~ from ~~which~~such ~~our~~events, ~~flights~~whether ~~arrive~~ or ~~depart.~~not ~~For~~directly ~~example,~~involving our ~~Northeast United States~~ operations ~~are subject to severe winter weather conditions. Less severe weather conditions~~, ~~such~~may asreduce ~~rainfall,~~customer ~~snowfall~~confidence, ~~fog,~~increase ~~mist,~~regulatory ~~freezing conditions~~scrutiny, or ~~extreme~~limit ~~temperatures, may also impact~~ the ~~ability~~availability ~~for~~or ~~flights~~efficiency toof ~~occur~~air astransportation ~~planned,~~services on which ~~could~~we ~~reduce our sales and profitability and may result in additional expenses related to rescheduling of flights~~rely.

~~The~~Security ~~occurrence~~incidents ofmay ~~one~~arise orfrom ~~more~~external ~~natural~~threats, ~~disasters~~geopolitical instability, ~~severe~~or ~~weather~~other ~~events~~acts of violence, ~~epidemic~~including orevents ~~pandemic~~occurring ~~outbreaks,~~in ~~terrorist~~public ~~attacks,~~areas oroutside ~~disruptive~~our ~~political~~control. ~~events~~Such incidents could result in ~~regions~~increased ~~where~~security wecosts, ~~operate~~airspace ~~and~~restrictions, ~~where~~changes ~~our~~to ~~facilities~~approved ~~are~~flight ~~located~~routes, delays or ~~where~~cancellations of flights, or disruption to transportation infrastructure. Because our ~~third-party~~services ~~aircraft~~often ~~operators’~~involve ~~facilities~~time-sensitive ~~are~~organ ~~located~~transport, any such disruptions could adversely affect our ~~business~~operations, customer relationships, and financial performance.

~~Our~~In ~~business~~addition, isgeopolitical ~~dependent~~tensions onor ~~the~~security-related ~~availability~~developments ofmay ~~aircraft~~lead ~~fuel.~~to ~~Continued~~changes ~~periods~~in ofaviation ~~significant~~regulations, ~~disruption~~heightened incompliance ~~the~~requirements, ~~supply~~or oflimitations on aircraft ~~fuel~~operations. Any of these events, whether actual or perceived, could ~~have~~result ain ~~significant~~reputational ~~negative~~harm, ~~impact~~increased onoperating ~~consumer~~costs, ~~demand~~operational delays, or reduced demand for our ~~operating~~services, ~~results~~any of which could materially adversely affect our business, financial condition and ~~liquidity~~results of operations.

~~Although~~Our ~~aircraft~~business ~~operators~~is ~~are~~dependent ~~currently~~on ~~able to obtain adequate supplies of aircraft fuel, we cannot predict~~ the ~~future~~ availability. ~~Natural disasters (including hurricanes or similar events in the U.S. Southeast and on the Gulf Coast where a significant portion~~ of domestic refining capacity is located), political disruptions or wars involving oil-producing countries, economic sanctions imposed against oil-producing countries (for example, the wars in Ukraine and the Middle East) or specific industry participants, changes in fuel-related governmental policy, tariffs implemented by the U.S. on countries where aircraft fuel ~~is sourced from, the strength of the U~~.S. ~~dollar~~Continued ~~against~~disruptions ~~foreign currencies, changes~~ in the cost to transport or store petroleum products, changes in access to petroleum product pipelines and terminals, speculation in the energy futures markets, changes in aircraft fuel production capacity, environmental concerns and other unpredictable events may result in fuel supply ~~shortages~~ or ~~distribution~~cost ~~challenges in the future. Any~~ of ~~these factors or events could cause a disruption in or increased demands on oil production, refinery operations, pipeline capacity, or terminal access and possibly result in diminished availability of~~ aircraft fuel ~~supply~~could ~~for~~adversely ~~our~~affect ~~third-party aircraft operators or~~ our ~~potentially owned aircraft. The impact of such events may limit our ability to expand internationally~~operations, ~~attract~~financial ~~and retain fliers and commercial customers~~conditions, and ~~our~~results ~~third-party aircraft operators’ ability to perform our by-the-seat flights, which could result in loss~~ of ~~revenue and adversely affect our ability to provide our services~~operations.

Our ~~insurance,~~ability orto ~~that~~provide air transportation services depends in part on the availability and cost of ~~our~~aircraft fuel to the third-party aircraft operators and, ~~may~~where ~~become~~applicable, ~~too~~aircraft ~~difficult~~we orutilize. ~~expensive~~Although ~~for~~aircraft usoperators orcurrently ~~them~~have access to ~~obtain~~adequate fuel supplies, we cannot predict future fuel availability or pricing. ~~Increases~~Disruptions in ~~insurance~~fuel ~~costs~~supply or ~~reductions~~significant increases in ~~insurance~~fuel ~~coverage~~costs may ~~materially~~increase ~~and~~operating ~~adversely~~expenses ~~impact~~for our ~~results~~third-party ofoperators, ~~operations~~reduce ~~and~~aircraft ~~financial~~availability, ~~position~~or limit the ability to perform scheduled flights, which could adversely affect our business.

~~Hazards~~Aircraft ~~are~~fuel ~~inherent~~supply ~~in the aviation industry~~ and ~~may~~pricing ~~result~~are ininfluenced ~~loss~~by ofnumerous ~~life~~factors ~~and~~outside ~~property, potentially exposing us to substantial liability claims arising from the operation~~ of ~~aircraft. Safe operation of aircraft is primarily the responsibility of~~ our ~~third-party~~control, ~~operators~~including ~~and~~natural ~~they~~disasters ~~are~~affecting ~~primarily~~refining ~~held~~or ~~liable~~distribution ~~for accidents~~infrastructure, ~~thus~~geopolitical ~~incidents~~conflicts, ~~related~~economic tosanctions, ~~aircraft~~changes ~~operation~~in ~~are~~governmental ~~covered~~policies byor ~~our~~tariffs, ~~third-party~~environmental ~~operators’ insurance. Meanwhile~~regulations, wetransportation ~~maintain~~or ~~general~~storage ~~liability~~constraints, ~~aviation~~and ~~premise~~broader ~~insurance~~volatility ~~and~~in ~~non-owned~~global ~~aircraft~~energy ~~liability coverage~~markets. InAny ~~addition, we maintain a number~~ of ~~non-aviation~~these ~~insurance~~factors ~~policies,~~could ~~including~~result ~~directors’~~in ~~and~~fuel ~~officers’ liability insurance~~shortages, ~~general~~distribution ~~liability insurance~~disruptions, ~~property~~or ~~insurance,~~increased ~~employment~~costs ~~practices~~for ~~insurance,~~aircraft ~~cyber insurance, and workers’ compensation insurance, among others~~operations.

If aircraft fuel becomes less available or materially more expensive, our third-party aircraft operators may experience operational disruptions, impose higher transportation costs, or reduce flight capacity. Such developments could lead to increased operating expenses, pricing pressure, reduced margins, delays or cancellations of organ transport missions, and reduced demand for our services, any of which could materially adversely affect our business, financial condition, results of operations, and liquidity.

We may require substantial additional funding to finance our operations, but adequate additional financing may not be available when we need it, on acceptable terms, or at all.

In the future, we may need to raise additional capital through public or private financing or other arrangements to fund our operations, support growth initiatives, pursue acquisitions, invest in infrastructure or transportation capabilities, or respond to competitive or market developments. Such financing may not be available on acceptable terms, or at all, and our failure

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~~A limited number of insurance underwriters provide coverage for us and our third-party aircraft operators. Insurance underwriters are required by various federal and state regulations~~ to ~~maintain~~obtain ~~minimum levels of reserves for known and expected claims. However, there can be no assurance that underwriters have established~~ adequate ~~reserves~~funding towhen ~~fund~~needed ~~existing~~could ~~and~~materially ~~future~~adversely ~~claims.~~affect ~~The~~our ~~number of aviation accidents and the impact of general economic conditions on underwriters may result in increases in premiums above the rate of inflation. Additionally~~business, ~~under~~financial ~~the terms of all of our aircraft operating agreements~~condition, ~~our~~and ~~third-party~~results ~~aircraft operators have agreed to indemnify us against liability arising from the operation~~ of ~~aircraft and to maintain insurance covering such liability~~operations. However, there can be no assurance there will be no challenge to the indemnification rights or that the aircraft operator will have sufficient assets or insurance coverage to fulfill its indemnity obligations.

WeUnfavorable ~~believe~~economic ~~our~~conditions, ~~level~~including ofinflation, ~~coverage~~rising isinterest ~~customary~~rates, ineconomic ~~the~~instability, ~~industry~~or ~~and~~volatility ~~adequate~~in toglobal ~~protect~~financial ~~against claims. However~~markets, ~~there~~have ~~can~~in bethe nopast ~~assurance~~disrupted ~~that~~capital ~~our~~markets ~~current~~and ~~level~~may ofcontinue ~~coverage,~~to orlimit ~~that of~~ our ~~third-party~~ability ~~operators,~~to ~~will~~access becapital ~~sufficient~~on tofavorable ~~cover~~terms. ~~potential~~If ~~claims~~we orraise ~~that~~funds ~~present~~through ~~levels~~the issuance of ~~coverage~~equity ~~will~~securities, beour ~~available~~existing instockholders ~~the~~may ~~future~~be atmaterially ~~reasonable cost~~diluted. IfAny ~~insurance~~debt ~~coverage~~financing, isif ~~not~~ available, we may ~~breach~~include ~~regulatory~~restrictive ~~requirements~~covenants, orhigher ~~contractual~~interest ~~arrangements~~costs, ~~requiring~~or ~~that~~other ~~specific~~terms ~~insurance~~that becould ~~maintained.~~limit ~~Further, we expect~~ our ~~insurance~~operational ~~costs to increase as we add routes~~flexibility, ~~increase~~constrain ~~flight~~strategic ~~and passenger volumes~~decisions, ~~add~~or ~~owned~~adversely ~~aircraft~~affect to our ~~fleet and expand into new markets~~profitability. If we ~~decide~~are unable to ~~purchase~~obtain ~~additional~~sufficient ~~aircraft~~financing ~~and/or~~when ~~operate aircraft~~required, ~~there~~we ~~could~~may be ~~additional~~forced ~~insurance costs related~~ to ~~aviation~~delay ~~hull,~~or ~~aviation~~scale ~~liability,~~back ~~aviation~~growth ~~premises~~initiatives, ~~hangar,~~limit ~~product,~~investments ~~and/or~~in ~~war~~our ~~risk~~operations, ~~insurance coverages. There is no assurance that insurance carriers would be able to provide us with sufficient insurance coverage~~ or ~~affordable~~forego ~~premiums.~~strategic ~~It is too early to determine what impact~~opportunities, ifwhich ~~any,~~could ~~the~~adversely ~~adoption~~affect ofour ~~EVA~~competitive ~~will~~position ~~have~~and onlong-term ~~our insurance costs~~prospects.

IfRestrictive ~~the~~covenants ~~costs of maintaining adequate insurance coverage increase for us or our third-party operators significantly~~ in ~~the future,~~ our ~~operating~~Credit ~~results~~Agreement ~~could be materially adversely affected and we~~ may ~~have~~restrict ~~to increase the prices paid by~~ our ~~fliers,~~ability ~~which could adversely affect demand for our services and harm our business. Likewise, if any of our current insurance coverage should become unavailable~~ to uspursue ~~or become economically impractical, we would be required to operate~~ our business ~~without~~strategies ~~indemnity~~and ~~from commercial insurance providers. If~~ we ~~operate~~may ~~our~~incur ~~business~~substantial ~~without~~additional ~~adequate~~indebtedness orin ~~any~~the ~~insurance, we could be responsible for paying claims or judgments against us which could adversely affect our results of operations or financial condition~~future.

~~Risks~~In ~~Related~~January 2026, we entered into a credit agreement (the “Credit Agreement”) that provides for secured, asset-based revolving credit loans in an aggregate principal amount of up to $30.0 million that may, upon certain conditions, be increased by up to an aggregate of $20.0 million. The operating and financial restrictions and covenants in our ~~Medical~~Credit ~~Segment~~Agreement may materially adversely affect our ability to finance future operations or capital needs or to engage in other business activities. Such restrictions and covenants limit our ability, among other things to: incur additional indebtedness, create liens on certain assets to secure debt, undertake certain mergers and other fundamental changes, make certain investments and guarantees, enter into certain asset sales and sale-leasebacks, enter into speculative derivative contracts, pay dividends on our common stock or make other restricted payments, repurchase shares, make certain debt prepayments, and enter into certain affiliate transactions.

~~Our~~A ~~reliance~~breach onof ~~contractual~~any ~~relationships~~of ~~with~~these ~~certain~~covenants ~~transplant~~could ~~centers~~result in a default under our Credit Agreement. Under the Credit Agreement, ~~hospitals~~upon ~~and~~an ~~Organ~~event ~~Procurement~~of ~~Organizations~~default, ~~and~~the lenders may, among other ~~strategic~~rights, ~~alliances~~terminate ~~could~~their ~~adversely~~lending ~~affect~~commitments, ~~our~~accelerate ~~business~~the Company’s obligations, require cash collateralization of letter of credit exposure, and exercise certain remedies with respect to collateral.

WeOur ~~rely~~future ~~significantly~~operating onresults ~~contractual~~may ~~relationships~~not ~~with~~be ~~certain~~sufficient ~~transplant~~to ~~centers,~~enable ~~hospitals~~compliance ~~and~~with ~~Organ~~the ~~Procurement~~financial ~~Organizations~~performance ~~and~~covenants ~~other~~in ~~strategic~~our ~~partners~~Credit Agreement, and ~~alliances~~we ~~for~~may ~~portions~~not ofhave ~~our~~sufficient ~~Medical~~assets ~~product line business,~~ to ~~expand~~repay ~~into~~amounts ~~new~~outstanding ~~markets~~under ~~and deepen~~ our ~~presence~~Credit ~~in existing markets~~Agreement. In ~~recent years~~addition, wein ~~have~~the ~~entered~~event ~~into~~of ~~strategic~~an ~~business~~acceleration ~~relationships~~of ~~with,~~our ~~and~~debt ~~responded~~upon toa ~~requests for proposals from~~default, ~~among~~we ~~others,~~may ~~Organ~~not ~~Procurement~~have ~~Organizations,~~or ~~hospitals~~be ~~and~~able ~~transplant centers~~ to ~~increase~~obtain ~~opportunities~~sufficient ~~for~~funds ~~growth~~to inmake ~~our~~any ~~Medical~~accelerated ~~product line~~payments. ~~Our Medical product line growth is highly dependent on the procurement of human organs for transplant by our Medical Customers.~~

IfNotwithstanding the covenants in our ~~Medical~~Credit ~~Customers~~Agreement, ~~cannot~~we ~~procure~~may ~~human~~be ~~organs~~able ~~for~~to ~~transplant~~incur orsubstantial additional debt in the ~~industry~~future. ~~experiences~~This aadditional ~~shortage~~debt ofcould ~~human~~make ~~organs,~~it ~~potentially~~difficult ~~due~~for us to ~~the~~satisfy ~~reduction~~our ofdebt ~~opioid~~obligations ~~deaths,~~resulting ~~motor~~in ~~vehicle~~possible ~~deaths,~~defaults oron ~~stricter~~and ~~donor~~acceleration ~~eligibility~~of ~~criteria,~~such weindebtedness. We may ~~face~~be ~~challenges~~required into ~~fulfilling~~dedicate a substantial portion of our ~~contractual~~cash ~~obligations~~flow ~~with~~from ~~third-party~~operations ~~aircraft~~to debt payments, reducing cash available to fund operations, capital expenditures, business opportunities, acquisitions and ~~ground~~other ~~operators~~purposes. ~~This~~If ~~could~~we ~~negatively~~incur ~~impact~~additional debt above the levels currently in effect, including through the expansion provided under our ~~reputation~~current Credit Agreement, ~~ability~~the torisks ~~generate~~associated ~~increased~~with ~~revenue~~our ~~and~~leverage, ~~achieve~~including ~~profitability~~those described above, would increase.

~~Additionally~~Furthermore, ifthe ~~new~~terms ~~organ~~of ~~preservation~~any ~~technology~~future orindebtedness ~~the~~we ~~emergence~~may ofincur ~~animal-derived,~~could ~~synthetic,~~have orfurther ~~lab-grown~~additional ~~organs~~restrictive ~~makes~~covenants. ~~rapid,~~We ~~dedicated~~may ~~air~~not ~~transportation~~be ofable ~~human~~to ~~organs~~maintain ~~unnecessary,~~compliance ~~our~~with ~~Medical~~these ~~Customers~~covenants ~~may~~in nothe ~~longer~~future, ~~require~~and ~~our~~in ~~services~~the toevent ~~successfully~~that ~~complete~~we ~~organ~~are ~~transplants~~not ~~for~~able ~~their~~to ~~patients~~maintain compliance, ~~which~~we ~~could~~cannot ~~have~~assure ayou ~~material~~that ~~adverse~~we ~~effect~~will onbe ~~our~~able ~~business,~~to ~~results~~obtain ofwaivers ~~operations,~~from ~~and~~the ~~financial~~lenders ~~condition~~or amend the covenants.

~~Our~~As ~~Medical~~part ~~product~~of ~~line~~our ~~relies~~growth onstrategy, awe ~~concentrated~~may ~~number~~pursue offuture ~~key~~acquisitions, ~~Medical Customers~~partnerships, ~~including~~or ~~transplant~~strategic ~~centers,~~transactions ~~hospitals,~~that could disrupt our business and ~~Organ~~adversely ~~Procurement~~affect ~~Organizations.~~our financial condition and results of operations.

AWe ~~loss~~have ofexplored, ~~one~~and orintend ~~more~~to ofcontinue ~~our~~to ~~key~~explore, ~~Medical~~potential ~~customers~~strategic acquisitions of assets and businesses, aas ~~reduction~~well inas ~~their~~partnerships, ~~organ~~joint ~~procurement~~ventures, ~~activity~~aircraft-related investments, or aother ~~shift~~strategic inarrangements ~~their~~intended ~~transportation~~to ~~preferences~~support ~~could~~the ~~materially~~expansion ~~impact~~of our ~~revenue~~medical logistics and ~~profitability~~clinical services operations. ~~Additionally,~~Such ~~consolidation~~transactions ~~within~~involve ~~the~~numerous ~~healthcare~~risks ~~industry~~and oruncertainties. We ~~changes~~may not be successful in ~~procurement~~identifying ~~practices~~suitable ~~could~~acquisition ~~further~~targets ~~increase~~or ~~our~~strategic ~~dependency~~partners, onnegotiating aacceptable ~~limited~~terms, ~~number~~obtaining ofrequired ~~customers~~financing or regulatory approvals, ~~heightening~~or ~~the~~successfully ~~risks~~integrating ~~associated~~acquired ~~with~~assets ~~customer~~or ~~concentration~~businesses into our operations.

The ~~organ~~integration ~~transportation~~of ~~market~~acquisitions isor ~~highly~~strategic ~~competitive~~investments ~~and~~may ~~some~~present ~~providers~~operational, ~~benefit~~financial, ~~from~~and ~~proprietary~~managerial ~~organ~~challenges, ~~preservation~~including ~~technology~~difficulties retaining customers or ~~additional~~key ~~capabilities~~personnel, ~~that~~aligning ~~could~~operational ~~put~~processes usand atsystems, aor ~~disadvantage.~~achieving

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Weanticipated ~~compete~~synergies. ~~for~~Although ~~organ~~we ~~transportation~~seek ~~business primarily on our ability~~ to ~~provide~~carefully ~~reliable,~~evaluate ~~end-to-end~~acquisition ~~air and ground transportation at competitive pricing. Increasingly~~opportunities, we ~~compete~~may ~~directly~~incur ~~with~~impairment ~~manufacturers~~charges ofrelated ~~organ~~to ~~preservation~~goodwill ~~equipment~~or ~~that~~intangible ~~also~~assets ~~offer~~associated ~~transportation or~~ with ~~providers~~acquired ~~that~~businesses. ~~offer~~For ~~additional services~~example, ~~such~~in as2024 ~~surgical~~the ~~organ~~Company ~~recovery~~recognized oran ~~Normothermic~~impairment ~~Regional~~charge ~~Perfusion,~~related ~~that~~to ~~our~~certain ~~customers~~air ~~find~~transportation ~~valuable. We may face increased competition as our Medical Customers may prefer a streamlined logistics offering~~rights, ~~including services or technology that we cannot provide,~~ which ~~could~~illustrates ~~have~~the apotential ~~material~~risks ~~adverse~~associated ~~effect~~with ~~on our business, results of operations, and financial condition. Additionally, low~~acquisition-~~cost~~related ~~transportation alternatives, such as drones or other emerging logistics technologies, could further intensify competition and impact our market position~~investments.

Furthermore, ~~the~~acquisitions ~~organ~~or ~~transportation~~strategic ~~market~~transactions ismay ~~highly~~divert ~~regulated~~management’s ~~and~~attention ~~continually~~from ~~evolving.~~our Incore ~~order to continue to offer competitive organ transport solutions~~business, weincrease ~~have~~operating ~~pursued~~expenses, ~~and~~or may ~~continue~~introduce tounforeseen ~~pursue,~~liabilities ~~acquisitions~~or ~~related~~conflicts towith our ~~Medical~~existing ~~segment~~operations. ~~All~~To ~~future~~the ~~acquisitions~~extent ~~are~~financed ~~subject~~with ~~to various conditions~~debt, ~~including~~such ~~regulatory~~transactions ~~approvals. Acquisitions~~ may ~~encounter~~increase ~~intense~~our ~~scrutiny~~leverage ~~under federal~~ and ~~state~~impose ~~antitrust~~restrictive ~~laws.~~covenants; ~~Any~~to ~~delays,~~the ~~injunctions,~~extent ~~conditions~~financed orthrough ~~modifications~~equity byissuances, ~~any~~such ~~government~~transactions ~~agencies~~ could ~~have~~dilute aour ~~negative~~current ~~effect~~investors. onWe uscannot ~~and~~ensure ~~result~~that inany ~~the abandonment of all or part of attractive~~ acquisition, ~~opportunities. Additionally~~partnership, asor wejoint ~~expand~~venture ~~our Medical offerings,~~ we ~~have~~make ~~been~~will ~~in the past, and could~~ be insuccessful ~~the~~or ~~future,~~will ~~the~~not ~~subject~~have ofa ~~anticompetitive~~material ~~litigation~~adverse byeffect ~~the~~on ~~Federal~~our ~~Trade~~business, ~~Commission~~financial ~~(“FTC”)~~condition, ~~the Department of Justice (“DOJ”)~~ and ~~the~~results ~~Department~~ of ~~Health and Human Services (“HHS”)~~operations.

~~Our~~We ~~business~~may ~~depends~~be onunable ~~the~~to ~~availability~~manage ofour ~~organ~~future ~~donors~~growth ~~and viable donor organs~~effectively, which ~~are influenced by factors beyond our control, and any decrease in the availability of viable donor organs~~ could ~~have~~make ait ~~material~~difficult ~~adverse~~to ~~effect~~execute ~~on demand for~~ our ~~services~~business ~~and results of operations~~strategy.

~~The~~If ~~success of~~ our ~~medical transport~~ operations ~~relies~~continue onto ~~the~~grow ~~continued~~as ~~availability~~planned, of ~~organ~~which ~~donors~~there ~~and~~can ~~viable~~be ~~donor~~no ~~organs.~~assurance, ~~The~~we ~~supply~~will ofneed ~~donor organs is subject~~ to ~~numerous~~expand ~~factors outside~~ our ~~control,~~operational ~~including changes in organ donation rates~~capabilities, ~~advancements~~increase inthe ~~medical~~number ~~technology,~~of ~~legislative,~~third-party ~~regulatory~~aircraft oroperators ~~policy~~and ~~changes~~service ~~affecting~~providers ~~organ~~with ~~procurement~~whom ~~and~~we ~~allocation~~work, and ~~shifts~~hire inand ~~public~~retain ~~attitudes~~additional ~~toward~~personnel ~~organ~~to ~~donation.~~support ~~Additionally,~~our ~~unforeseen~~medical ~~events~~logistics ~~such~~and asclinical ~~pandemics,~~service ~~public health crises, or changes in accident rates may impact the availability of donor organs~~offerings. IfOur ~~the~~continued ~~supply~~growth ofcould ~~viable~~place ~~organs~~increased ~~declines~~demands oron ifour ~~legislative~~management, ~~regulatory~~operational orsystems, ~~policy~~and ~~changes~~infrastructure, ~~limit~~and ~~our~~we ~~ability~~could toexperience ~~efficiently~~challenges ~~transport~~in ~~them~~recruiting, ~~our~~training, ~~medical~~and ~~transport~~managing ~~business~~a ~~could~~larger beworkforce ~~adversely~~or ~~affected,~~coordinating ~~which~~an ~~could~~expanding ~~negatively~~network ~~impact~~of ~~our~~partners ~~financial condition~~ and ~~growth~~service ~~prospects~~providers.

~~Reimbursement~~Rapid growth or operational expansion may increase complexity across our business, including in areas such as logistics coordination, regulatory compliance, technology systems, and ~~funding~~customer ~~for~~support. ~~medical~~If ~~transport~~we ~~services~~fail ~~may~~to beeffectively ~~insufficient~~manage this growth, we could experience operational inefficiencies, reduced service quality, reputational harm, or increased costs, any of which could adversely ~~affecting~~affect our ~~revenue~~financial and ~~profitability~~operational performance.

~~Our~~In ~~ability~~addition, towe ~~generate~~expect ~~revenue~~to ~~from~~incur ~~our~~significant ~~medical~~expenses ~~transport~~as ~~services,~~we ~~depends~~seek ~~on our customers’ ability~~ to ~~secure~~expand ~~adequate~~our ~~reimbursement~~capabilities, ~~and~~including ~~funding~~costs ~~from~~associated ~~government~~with ~~programs~~personnel, ~~private~~facilities, ~~insurers~~infrastructure, and ~~other~~operational ~~third-party payers~~support. If ~~transplant~~our ~~centers~~revenue ~~and/or~~growth ~~Organ~~does ~~Procurement~~not ~~Organizations~~keep ~~are~~pace ~~unable to obtain sufficient reimbursement for the costs associated~~ with ~~organ~~these ~~transport~~investments, our ~~business~~margins and profitability could be adversely affected. InThe ~~the~~expansion ~~U.S.,~~of ~~reimbursement~~our ~~for~~operations ~~these~~may ~~services~~also ~~may~~require beadditional ~~influenced~~administrative byor ~~Medicare,~~operational ~~Medicaid,~~space and ~~private~~increased ~~insurers,~~fixed ~~which~~costs. ~~have~~Our ~~substantial~~inability ~~discretion~~to ~~over~~effectively ~~what~~manage isgrowth ~~considered~~or ~~“reasonable~~control ~~and~~related ~~necessary.”~~expenses ~~A lack of adequate reimbursement~~ could ~~limit~~materially ~~demand~~adversely ~~for~~affect our ~~services~~business, ~~particularly~~financial ~~if there is insufficient data supporting the benefits of organ transport. In markets where reimbursement for organ transport services is unavailable or limited~~condition, ~~hospitals~~ and ~~transplant~~results ~~centers~~of ~~may seek more cost-effective alternatives, reducing our potential revenue~~operations.

~~Even~~Our ifinsurance, ~~existing~~or ~~reimbursement~~that ~~and~~of ~~funding~~our ~~arrangements from government programs and~~ third-party ~~payers~~aircraft ~~currently~~operators, ~~make~~may ~~our~~become ~~services~~too difficult or ~~related~~expensive ~~products cost-effective~~ for ~~hospitals,~~us ~~these~~or ~~laws~~them ~~and regulations are subject~~ to ~~change~~obtain. ~~Ongoing~~Increases ~~efforts~~in ~~by governments,~~ insurance ~~companies,~~costs ~~and other payers to contain~~ or ~~reduce~~reductions ~~healthcare costs could result~~ in ~~legislative~~insurance orcoverage ~~regulatory~~may ~~reforms~~materially ~~that~~and ~~significantly~~adversely ~~reduce~~impact orour ~~eliminate~~results ~~reimbursement~~of ~~for~~operations ~~the~~and ~~services~~financial ~~we provide, including organ transport or any related devices~~position.

IfHazards ~~hospitals~~are orinherent ~~transplant~~in ~~centers~~the aviation industry and may result in loss of life and property, potentially exposing us to substantial liability claims arising from the Uoperation of aircraft.S. ~~are~~Although ~~unable~~the tosafe ~~obtain~~operation ~~sufficient~~of ~~reimbursement~~aircraft oris ~~funding~~the ~~for~~responsibility of our ~~services~~third-party aircraft operators, ~~they~~incidents ~~may~~involving ~~lack~~aircraft ~~the~~used ~~economic~~in ~~incentives~~connection with our services could expose us to ~~continue~~reputational ~~using~~harm, ~~them.~~contractual ~~Additionally~~disputes, ifregulatory ~~hospitals~~scrutiny or ~~surgeons~~liability ~~determine~~claims. ~~that~~Our ~~the~~third-party ~~benefits~~aircraft ofoperators ~~our~~maintain ~~services~~aviation-related doinsurance ~~not~~covering ~~justify~~flight ~~the~~operations, ~~cost~~while we maintain general liability aviation premises insurance, ~~our~~non-owned ~~business~~aircraft ~~could~~liability becoverage ~~adversely~~and ~~affected~~various non-aviation insurance policies, ~~which~~including ~~could~~directors’ ~~negatively~~and ~~impact~~officers’ ~~our~~liability ~~financial~~insurance, ~~condition~~general liability insurance, property insurance, employment practices liability insurance, cyber insurance, and ~~growth~~workers’ ~~prospects~~compensation insurance.

A limited number of insurance underwriters provide coverage for us and our third-party aircraft operators. The ~~transport~~number and severity of ~~organs~~aviation ~~involves~~incidents, ~~numerous~~changes ~~risks~~in underwriting standards, and ~~delivery~~broader ~~failures~~economic or industry conditions may result in reduced availability of coverage or increases in premiums above the rate of inflation. Insurance markets for aviation, ground operations and healthcare-related services have historically experienced periods of significant premium volatility, reduced underwriting capacity, increased deductibles, and more restrictive coverage terms, any of which could ~~expose~~materially increase our operating costs or require us to operate with reduced coverage levels. Additionally, under the terms of our aircraft operating agreements, our third-party aircraft operators have agreed to indemnify us against liability arising from aircraft operations and to maintain specified insurance coverage. However, there can be no assurance that such indemnification rights will not be challenged or that an aircraft operator will have asufficient ~~material~~assets ~~adverse~~or ~~effect~~insurance oncoverage ~~our~~to ~~business~~fulfill ~~and~~its ~~reputation~~indemnity obligations.

~~Our~~We ~~medical~~maintain ~~transport~~insurance ~~operations~~that we believe is consistent with industry practice; however, ~~rely~~there oncan ~~precise~~be ~~timing~~no ~~and~~assurance ~~coordination~~that toour ~~ensure~~current ~~the~~level ~~viability~~of coverage, or that of ~~organs~~our ~~for~~third-party ~~transplantation.~~operators, ~~Organs~~will ~~have~~be ~~strict~~sufficient ~~ischemic~~to ~~time~~cover ~~limits,~~potential ~~meaning~~claims ~~any~~or ~~delays—whether~~that ~~due~~present tolevels ~~weather~~of ~~conditions,~~coverage ~~air~~will ~~traffic~~be ~~control~~available ~~restrictions,~~in ~~aircraft~~the ~~availability,~~future ~~maintenance~~at ~~issues,~~reasonable orcost. ~~logistical~~If ~~inefficiencies—could~~required ~~result~~insurance incoverage ~~compromised~~becomes unavailable,

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~~organ~~we ~~quality,~~may ~~rendering~~be ~~them~~unable ~~unusable~~to satisfy regulatory requirements or contractual obligations. ~~Even~~Further, ~~minor~~our ~~deviations~~insurance ~~from~~costs ~~planned~~may ~~timelines~~increase ~~can~~as ~~significantly~~we ~~reduce~~expand ~~the~~our ~~chances~~medical oflogistics aand ~~successful~~clinical ~~transplant~~services, ~~potentially~~increase ~~leading~~operational activity, add owned aircraft to ~~adverse~~our ~~patient~~fleet, ~~outcomes~~integrate acquisitions or expand into new markets. If we decide to purchase additional aircraft or operate aircraft, there could be additional insurance costs related to aviation hull, aviation liability, aviation premises, hangar, product, and/or ~~reputational~~war ~~damage~~risk insurance coverages. There is no assurance that insurance carriers would be able to provide us with sufficient insurance coverage or affordable premiums.

~~Beyond~~If ~~delays,~~the ~~improper~~costs ~~handling,~~of ~~temperature~~maintaining ~~deviations,~~adequate orinsurance ~~failure~~coverage toincrease ~~maintain~~significantly ~~required~~for ~~storage~~us ~~conditions~~or ~~during~~our ~~transport~~third-party operators, our operating results could ~~further~~be ~~impact~~materially ~~organ~~adversely ~~viability.~~affected ~~Malfunctions~~and inwe ~~equipment,~~may ~~software~~have ~~failures,~~to orincrease ~~human~~prices ~~errors~~charged into ~~monitoring~~our ~~transport~~customers, ~~conditions~~which could ~~compromise~~reduce ~~organs.~~demand ~~Any~~for ~~such~~our ~~incidents~~services ~~could~~and ~~result~~harm inour ~~liability~~business. ~~claims~~Likewise, ~~regulatory~~if ~~scrutiny,~~any ~~and~~of ~~financial~~our ~~repercussions.~~current ~~Additionally,~~insurance ~~failures~~coverage inbecomes ~~organ~~unavailable ~~delivery~~or economically impractical, we could ~~damage~~be required to operate our ~~reputation~~business with reduced insurance protection and ~~erode~~may ~~trust~~be ~~with~~responsible ~~hospitals,~~for ~~Organ~~paying ~~Procurement~~claims ~~Organizations,~~or ~~and~~judgments ~~transplant~~against ~~centers~~us directly, ~~potentially~~which ~~jeopardizing~~could ~~future~~adversely ~~partnerships~~affect our results of operations or financial condition.

~~While~~We weare ~~employ~~highly ~~rigorous~~dependent ~~operational~~on ~~protocols,~~our ~~including~~senior ~~redundancies~~management inteam ~~transport~~and ~~routes,~~other ~~temperature-controlled~~highly ~~storage~~skilled ~~solutions,~~personnel. ~~and~~If ~~close~~we ~~coordination~~are ~~with~~not ~~medical~~successful ~~teams~~in attracting or retaining highly qualified personnel, ~~the~~we ~~inherent~~may ~~unpredictability~~not ofbe ~~medical~~able ~~transport~~to ~~presents~~successfully ~~ongoing~~implement ~~risks~~our business strategy.

~~Advancements~~Our success depends, in ~~technology~~significant ~~could~~part, ~~make~~on ~~ground~~the orcontinued ~~commercial~~services ~~air~~of ~~transport~~our senior management team and on our ability to attract, motivate, develop, and retain a sufficient number of ~~organs~~other ~~more~~highly ~~viable~~skilled personnel, ~~reducing~~including logistics coordinators, clinical professionals, finance, marketing, sales, technology, legal, operational and support personnel. We believe that the ~~need~~breadth and depth of our senior management team’s experience across multiple industries will be instrumental to our success. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ~~private~~ability ~~air~~to ~~transportation~~execute ~~services~~our business strategy and have a material adverse effect on our business, financial condition, and results of operations.

~~Our~~In connection with the divestiture of our Passenger business, ~~depends~~certain inmembers ~~part~~of onour ~~the~~former ~~demand~~senior ~~for~~leadership ~~private~~team ~~air~~and ~~transportation~~other ofemployees ~~organs~~transitioned ~~for~~to ~~transplant.~~the ~~However~~buyer, ~~advancements~~Joby inAviation. ~~medical~~The ~~preservation~~loss ~~technology~~of orthese ~~improvements~~individuals, inincluding ~~commercial~~executives ~~air~~with ~~logistics~~historical ~~could~~knowledge ~~reduce~~of ~~the~~our ~~need~~operations, ~~for~~strategy, ~~our~~customer ~~services.~~relationships ~~Innovations~~and ~~such~~proprietary asprocesses, ~~enhanced~~may ~~organ~~create ~~preservation~~operational ~~techniques~~disruption, ~~longer~~institutional ~~viability~~knowledge ~~windows~~gaps, ~~for~~or ~~donor~~increased ~~organs~~competition. In addition, orthe ~~dedicated~~transition ~~organ~~of ~~transport~~personnel ~~networks~~to ~~using~~a ~~commercial~~third ~~carriers~~party operating in adjacent or evolving markets could ~~shift~~increase ~~demand~~the ~~away~~risk ~~from~~that ~~private~~our ~~air~~strategic ~~transport.~~initiatives, Ifoperational ~~these~~practices or ~~other~~commercial ~~technological~~insights ~~developments~~become ~~decrease~~known to others in the ~~reliance~~industry, onnotwithstanding ~~our~~the ~~medical~~existence ~~transport~~of ~~services~~confidentiality or restrictive covenant obligations. Any inability to successfully transition responsibilities, retain remaining key personnel or recruit qualified replacements could adversely affect our business, financial condition, and ~~growth~~results ~~prospects~~of ~~could be adversely affected~~operations.

~~The~~Employment-related ~~provision~~claims ofor ~~healthcare~~workforce ~~services~~litigation iscould aresult ~~heavily~~in ~~regulated~~significant ~~industry~~costs and ~~our~~operational ~~medical transportation operations and services may be impacted by regulatory changes, legislative reforms, and civil or criminal enforcement actions~~disruption.

~~Healthcare~~As ~~policy changes, including recently enacted or potential future legislation reforming the U.S. healthcare system, could harm~~ our ~~business,~~workforce ~~financial~~grows ~~condition,~~ and ~~results~~evolves, ofwe ~~operations.~~may ~~The~~become ~~U.S.~~subject ~~federal and state governments continue~~ to ~~propose~~employment-related ~~and~~claims, ~~implement~~including ~~healthcare legislation~~ wage-and-hour ~~regulatory changes that may impact the availability~~disputes, ~~cost,~~worker ~~and~~classification ~~reimbursement of medical transportation services~~claims, ~~including~~discrimination ~~organ~~or ~~procurement~~harassment ~~logistics. Ongoing healthcare reform efforts~~allegations, ~~particularly~~or ~~those~~other employment-related tolitigation. ~~organ~~Companies ~~procurement~~operating ~~and~~in ~~transplantation,~~healthcare ~~could materially affect our business~~staffing, ~~financial~~aviation ~~condition,~~logistics and ~~results~~transportation ofindustries ~~operations.~~have ~~For~~increasingly ~~example,~~faced ~~the~~class ~~Centers~~action ~~for Medicare & Medicaid Services (CMS) issued regulations in 2020~~ and ~~2021~~collective ~~revising~~actions ~~Medicare~~relating ~~conditions~~to ofcompensation ~~participation for organ procurement organizations and adjusting organ acquisition payment policies for transplant centers~~practices, ~~donor hospitals~~scheduling, overtime and ~~organ~~contractor ~~procurement organizations~~classification. ~~Additionally,~~Even ~~the~~claims ~~2023~~that ~~Securing~~lack ~~the~~merit ~~U.S.~~may ~~Organ~~result ~~Procurement~~in ~~and~~significant ~~Transplantation~~legal ~~Network Act granted the Health Resources and Services Administration (HRSA) increased oversight over the Organ Procurement and Transplantation Network (OPTN)~~costs, ~~including~~management ~~establishing an independent board~~distraction, ~~allowing~~reputational ~~both~~harm ~~for-profit~~ and ~~non-profit~~potential ~~entities~~settlement ~~to participate in contracts, and removing funding caps~~expenses.

~~Future~~We ~~federal or state healthcare legislation, regulations, and policies~~ may ~~further~~also ~~impact~~be ~~coverage~~subject ~~and~~to ~~reimbursement~~regulatory ~~for~~investigations ~~organ~~or ~~procurement~~audits ~~and~~relating ~~medical~~to ~~transport~~employment ~~services~~practices. ~~Any~~Adverse ~~reduction~~outcomes in ~~reimbursement~~employment-related ~~rates,~~proceedings ~~limitations on coverage, or other regulatory changes~~ could ~~decrease~~require ~~demand~~us ~~for~~to ~~our~~pay ~~services and exert downward pressure on pricing. Such changes could materially and adversely impact our operations~~damages, ~~financial~~penalties ~~condition, and overall business performance. Current proposals and directives to change~~ or ~~modify~~settlement ~~the implementation of such laws and regulations~~amounts, ~~whether~~modify ~~legislative,~~compensation ~~regulatory,~~practices or inimplement ~~the~~additional ~~form~~compliance ofprograms. ~~executive~~Any ~~orders~~such ordevelopments ~~other~~could ~~executive~~increase ~~actions,~~our ~~create~~operating ~~areas of uncertainty and~~costs, ifdisrupt ~~such~~operations ~~proposals~~or ~~are~~materially ~~enacted~~adversely oraffect ~~actions~~our ~~are implemented~~business, ~~may~~financial ~~create~~condition ~~the~~and ~~potential~~results ~~for~~of ~~material adverse impacts on our business~~operations.

Changes in Medicare reimbursement policies, increased enforcement of healthcare regulations, or modifications to applicable laws could impact our customers' ability to receive reimbursement, which may, in turn, affect demand for our services. Additionally, evolving regulatory interpretations or heightened scrutiny of business arrangements in the healthcare sector could require us to modify our operations, increase compliance costs, or expose us to potential liability. Any failure to comply with applicable laws and regulations, even inadvertently, could result in significant penalties, reputational harm, or other adverse effects on our business. Our ~~business~~company isculture ~~governed~~has bycontributed ~~comprehensive federal, state, and local laws and regulations relating~~ to ~~the healthcare industry. Though we are not directly reimbursed by Medicare for any of~~ our ~~services~~success, ~~our customers—including healthcare providers~~ and ~~organ~~if ~~procurement organizations—are often reimbursed by Medicare for a portion of the services~~ we ~~provide~~cannot tomaintain ~~them.~~this Asculture aas ~~result,~~ we ~~may be subject to various healthcare regulations~~grow, ~~including~~our ~~the~~business ~~federal~~could Anti-Kickback Statute, the Stark Law, the False Claims Act, and other fraud, waste, and abuse laws. The federal Anti-Kickback Statute prohibits the offer, payment, solicitation, or receipt of any form of remuneration to induce, or in return for, the referral of individuals for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part under Medicare or other governmental health programs or in return for the purchase, lease, or order of items or services, or arranging for or recommending the purchase, lease or order of any good, facility, item or service that is covered by Medicare or other federal governmental health harmed.

We believe that our company culture, which promotes accountability, attention to detail, communication, and support for others, has contributed to our success. As we continue to grow and evolve as a medical logistics and clinical services organization, we face a number of challenges that may affect our ability to sustain our corporate culture, including:

•failure to identify, attract, reward, and retain people in leadership positions in our organization who share and further our culture, values, and mission;

•the increasing size, geographic diversity, and operational complexity of our workforce and partner network;

•competitive pressures to move in directions that may divert us from our mission, vision, and values;

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~~programs. The federal Anti-Kickback Statute has been interpreted to apply to, among others, financial arrangements between entities that have~~ •the ~~ability~~continued tochallenges refer and generate business that is subject to healthcare reimbursement. Sanctions for violating federal and state anti-kickback laws may include criminal and civil fines and exclusion from federal and state healthcare programs. While there are a number of ~~statutory~~operating exceptions and regulatory safe harbors protecting some common activities from prosecution, the exceptions and safe harbors are drawn narrowly and practices that involve remuneration may be subject to scrutiny if they do not qualify for an exception or safe harbor. A person or entity does not need to have specific intent or knowledge to violate in ~~order to have committed~~ a ~~violation,~~rapidly-evolving and ~~a claim including an item or a service resulting from a violation of the federal Anti~~highly-~~Kickback~~regulated ~~Statute constitutes a false or fraudulent claim for purposes of the FCA described below.~~industry;

~~The federal false claims laws, including~~ •the ~~civil~~increasing ~~FCA,~~need ~~among other things, impose criminal and civil penalties against individuals or entities for knowingly presenting, or causing~~ to bedevelop ~~presented,~~expertise toin ~~the~~new ~~federal~~areas government, claims for payment or approval that are false or fraudulent, for knowingly making, using or causing to be made or used, a false record or statement material to a false or fraudulent claim, or for knowingly making or causing to be made a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. We may be subject to audits, reviews and investigation of ~~our~~business ~~practices and arrangements and the federal government might conclude~~ that ~~they~~affect ~~violate the FCA, the Anti-Kickback Statute and/or other federal and state laws governing fraud and abuse. Further, the FCA can be enforced by private citizens through civil qui tam actions.~~us;

~~Risks~~•negative ~~Related~~perception toof our ~~Passenger~~treatment ~~Segment~~of employees or our response to employee sentiment related to political or social causes or actions of management; and

~~The~~•the ~~markets~~integration ~~for our Passenger offerings are still in relatively early stages~~ of ~~growth,~~new ~~and~~personnel ~~if such markets do not continue to grow, grow more slowly than we expect, or fail to grow as large as we expect, our business, financial condition,~~ and ~~results~~businesses offrom ~~operations could be adversely affected~~acquisitions.

~~Blade’s~~If ~~Passenger~~we ~~urban~~are ~~air~~not ~~mobility~~able ~~services~~to ~~have~~maintain ~~grown~~our ~~rapidly~~culture ~~since~~as we ~~launched~~grow and evolve, our ~~business~~ability into ~~2014,~~execute ~~however~~our business strategy, ~~our~~deliver ~~service~~high-quality ~~offerings~~services ~~are~~and ~~still~~retain ~~relatively~~key ~~new,~~personnel ~~and~~could itbe isadversely ~~uncertain~~affected, towhich ~~what~~could ~~extent~~in ~~market~~turn ~~acceptance~~harm ~~will~~our ~~continue~~business, tofinancial ~~grow~~condition, ifand atresults ~~all~~of operations.

~~Further,~~Our wefinancial ~~currently~~results ~~operate our Passenger business in a limited number of metropolitan areas. The success of these markets to date and the opportunity for future growth in these markets~~ may ~~not~~fluctuate befrom ~~representative~~quarter ~~of the potential market for urban air mobility in other metropolitan areas. Our success will depend~~ to ~~a substantial extent on regulatory approval and availability of EVA technology~~quarter, aswhich ~~well~~makes asour ~~the~~results ~~willingness~~difficult ofto ~~commuters~~predict and travelers to widely adopt urban air mobility as an alternative for ground transportation. If the public does not perceive urban air mobility as beneficial, or chooses not to adopt urban air mobility as a result of concerns regarding safety, affordability, or for other reasons, then the market for our offerings may ~~not~~cause ~~further develop, may develop more slowly than we expect, or may not achieve the growth potential we expect, any of which could materially adversely affect~~ our ~~business,~~results ~~financial~~to ~~condition~~fall ~~and~~short ~~results~~ of ~~operations~~expectations.

~~Prior~~Our financial results may fluctuate from quarter to ~~our~~quarter ~~offerings~~due to a number of factors, ~~the~~including, ~~New~~but ~~York~~not ~~urban~~limited ~~air~~to, ~~mobility~~the unpredictable ~~airport~~demands ~~transfer~~of ~~market~~our ~~had~~Medical ~~not~~Customers, ~~been~~variability ~~served~~in onorgan aavailability ~~by-~~and transplant activity, the~~-seat~~ ~~air~~timing ~~transportation~~and ~~basis~~volume ~~since~~of ~~U.S.~~transport ~~Helicopter~~missions ~~offered~~and ~~helicopter~~clinical ~~service~~services, and changes in the ~~2000s.~~availability ~~Furthermore,~~or ~~some~~cost of ~~the~~third-party aircraft operators, clinical personnel or other ~~urban~~service ~~air~~providers. ~~mobility~~Our ~~markets~~revenue ~~where~~may wefluctuate ~~plan~~significantly from period to ~~expand~~period, ~~have~~and ~~never~~our ~~had~~future ~~by-the-seat~~quarterly ~~helicopter~~and ~~services.~~annual Asexpenses as a ~~result,~~percentage ~~the~~of ~~number~~our ofrevenue ~~potential~~may ~~fliers~~be ~~using~~significantly ~~our~~different ~~urban~~from ~~air~~those ~~mobility~~we ~~services~~have ~~cannot~~recorded bein ~~predicted~~the ~~with~~past ~~any~~due ~~degree~~to ofchanges ~~certainty,~~in ~~and~~operational wescale, ~~cannot~~staffing ~~provide~~needs, ~~assurance~~regulatory ~~that~~compliance wecosts ~~will~~or beintegration ~~able~~activities. toOur ~~operate~~financial results in some quarters may fall below expectations. Comparing our financial results on a ~~profitable~~period-to-period ~~manner~~basis inmay ~~any~~not ofbe meaningful, and you should not rely on our ~~current~~past orresults ~~targeted~~as an indication of our future ~~markets~~performance.

~~Our~~We ~~more~~may ~~recent~~purchase ~~entry~~additional ~~into~~aircraft ~~the European market presents the risk of limited brand recognition~~ in ~~this region. As a result,~~ the ~~lack of brand recognition may result in difficulties in gaining and retaining fliers and building partnerships with local entities~~future. In addition, competition in this new market may be strong, with established players and new entrants offering similar services. The potential intense competition and limited brand recognition could make it difficult for us to establish a strong market position and generate profitable returns.

~~Growth~~Purchasing additional aircraft could change aspects of our business ~~will~~model ~~require~~and include a significant ~~investments~~capital ininvestment ~~our~~that ~~infrastructure,~~could ~~technology,~~affect ~~and~~our ~~marketing~~financial condition and ~~sales~~cost ~~efforts.~~structures ~~Historically,~~and ~~cash~~cause ~~flow~~operational ~~from~~disruptions. ~~operations~~Although ~~has~~we ~~not~~intend ~~been~~to ~~sufficient~~continue to ~~support~~service ~~these~~the ~~needs.~~majority Ifof our ~~business~~demand ~~does~~utilizing ~~not~~aircraft ~~generate~~that ~~the~~are ~~level~~owned ofand ~~available~~operated ~~cash~~by ~~flow~~third ~~required~~parties, topurchasing ~~support~~aircraft ~~these~~represents ~~investments,~~an ~~our~~evolution ~~results~~ of ~~operations~~our ~~will~~historically be“asset-light” ~~negatively~~business ~~affected.~~model ~~Further,~~and ~~our~~could ~~ability~~expose us to ~~effectively~~risks ~~manage~~associated ~~growth~~with ~~and~~aircraft ~~expansion~~ownership or operation. The value of our ~~operations~~aircraft ~~will~~we ~~also~~acquire ~~require~~could usfluctuate due to ~~enhance~~changes ~~our~~in ~~operational~~supply ~~systems~~and demand, ~~internal~~regulatory ~~controls~~actions, ~~and~~safety ~~infrastructure~~concerns, ~~human~~or ~~resources~~market ~~policies~~conditions, and ~~reporting~~we ~~systems.~~may ~~These~~be ~~enhancements~~required ~~will~~to ~~require~~recognize ~~significant~~if ~~capital~~the ~~expenditures~~fair ~~and~~value ~~allocation~~ of ~~valuable~~such ~~management~~assets ~~and employee resources~~declines.

~~The~~Additionally, ~~success~~ownership of ~~our~~aircraft ~~Passenger~~may ~~segment~~result ~~will~~in substantial maintenance and operating costs. Maintaining a fleet of aircraft requires regular inspections, maintenance, and compliance with regulatory requirements, which may cause operational disruption or increase expenses. During routine inspections or maintenance activities, we may identify corrosion, structural issues or other conditions that are more extensive or costly to remediate than anticipated, and in certain cases the cost to repair such issues may not be ~~highly~~economically ~~dependent~~justified based on ~~our~~the ~~ability~~facts and circumstances known at the time. For example, during 2025 we recorded an impairment charge of approximately $1.7 million related to ~~effectively~~an ~~market~~aircraft’s airframe following the identification of a corrosion issue that management concluded, based on available information at the time, would not be economical to remediate. Our inability to perform or to contract timely maintenance and ~~sell~~repairs ~~air~~can result in our aircraft being underutilized which could have an adverse impact on our business, financial condition and results of operations. On occasion, airframe manufacturers and/or regulatory authorities may require modifications or impose operational restrictions affecting particular aircraft types, which could result in grounding of aircraft, increased costs or service disruptions. Furthermore, our operations in remote locations, where delivery of components and parts or transportation asof maintenance personnel could take a ~~substitute~~significant ~~for~~period ~~conventional~~of ~~methods~~time, could further delay maintenance activities or the availability of ~~transportation~~parts and personnel.

WeOwnership ~~generate~~of aaircraft ~~substantial~~is ~~portion~~subject ofto ~~our~~various ~~revenue~~legal, ~~from~~financial ~~the~~and ~~sale~~reputational ofrisks ~~air~~stemming ~~transportation.~~from ~~Our~~catastrophic ~~success~~disasters, ~~depends~~crashes, mechanical failures and collisions, which may result in ~~part~~loss of life, onpersonal ~~our~~injury ~~ability~~and/or damage to ~~cost-effectively~~property ~~attract~~and ~~new~~equipment. ~~fliers~~If any of these events were to occur, ~~retain~~we ~~existing~~could ~~fliers~~experience loss of revenue, termination of customer contracts, higher insurance rates, litigation, regulatory investigations and ~~increase~~enforcement ~~utilization~~actions (including potential grounding of our ~~platform~~fleet byand ~~existing~~suspension ~~fliers~~or revocation of our operating authorities) and damage to our reputation and customer relationships. Even if an aircraft involved in an incident is operated by a third-party operator or fully insured, negative public perception could reduce customer confidence in our services and adversely affect our business, financial condition and results of operations.

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~~Historically,~~If we ~~have~~choose ~~made, and expect that we will need~~ to ~~continue~~operate tosome ~~make,~~aircraft ~~significant~~directly ~~investments and implement strategic initiatives~~ in ~~order to attract new fliers, such as flier acquisition campaigns and~~ the ~~launching of new scheduled routes. These investments and initiatives have not always been and may not in the~~ future ~~be effective in generating sales growth or profits. In addition~~, ~~marketing~~versus ~~campaigns~~utilizing ~~can be expensive and may not result in the acquisition of additional fliers in~~ a ~~cost~~third-~~effective manner~~party, ~~if at all. As our brand becomes more widely known, future marketing campaigns or brand content may not attract new fliers at the same rate as past campaigns or brand content. If~~ we ~~are~~would ~~unable~~be subject to ~~attract~~additional ~~new fliers, our business, financial condition, and results of operations will be adversely affected~~risks.

~~Our~~If ~~fliers~~we ~~have~~elect ato ~~wide~~operate ~~variety~~aircraft ~~of options for transportation~~directly, ~~including~~rather ~~business~~than ~~aviation,~~relying ~~commercial~~solely ~~airlines,~~on ~~private~~third-party aircraft operators, ~~personal~~our ~~vehicles,~~risk ~~rental~~profile ~~cars,~~and ~~taxis,~~operational ~~public~~responsibilities ~~transit,~~could ~~and~~change ~~ride-sharing offerings~~materially. ToWe ~~expand our flier base, we must appeal to new fliers who~~ have ~~historically~~limited ~~used~~historical ~~other~~experience ~~forms~~operating ofaircraft ~~transportation. If fliers do not perceive our urban air mobility services to be reliable~~directly, ~~safe,~~ and ~~cost-effective, or if~~ we ~~fail to offer new and relevant services and features on our platform, we~~ may not besuccessfully ~~able~~identify ~~to attract~~ or ~~retain~~manage ~~fliers~~all ~~or increase their utilization of our platform. If we fail to continue to grow our flier base~~costs, ~~retain~~regulatory ~~existing~~obligations ~~fliers,~~ or ~~increase~~operational ~~the~~requirements ~~overall~~associated ~~utilization~~with ofdirect ~~our~~aircraft ~~platform~~operations, ~~our~~which ~~business,~~could ~~financial~~result ~~condition,~~in ~~and~~increased ~~results~~expenses, ofcompliance ~~operations~~risks ~~could~~or beoperational ~~adversely affected~~disruptions.

IfDirect weoperation ~~are~~of ~~not~~aircraft ~~able~~would subject us to ~~successfully~~additional ~~enter~~risks, ~~into~~including ~~new~~increased ~~markets~~regulatory oversight, operational complexity and ~~offer~~potential ~~new~~liability ~~routes~~exposure. ~~and~~Aircraft ~~services~~operations involve inherent risks such as mechanical failures, collisions, severe weather events and ~~enhance~~other ~~our~~incidents ~~existing~~that ~~offerings~~may result in loss of life, ~~our~~personal ~~business~~injury, ~~financial~~property ~~condition~~damage or harm to medical cargo. If we operate aircraft directly, ~~and~~we ~~results~~could face increased exposure to litigation, regulatory investigations, enforcement actions, loss of ~~operations~~revenue, ~~could~~termination beof ~~adversely~~customer ~~affected~~relationships or reputational harm arising from such incidents.

~~Growth~~Operating inaircraft ~~our~~directly ~~Passenger~~may ~~segment~~also ~~will~~require ~~depend~~additional ininsurance ~~part~~coverage ~~on our ability to successfully enter into new markets, create~~ and ~~introduce~~could ~~new~~expose ~~routes, and expand our existing routes by adding more frequent flights. Significant changes to our existing routes or the introduction of new and unproven routes may require~~ us to ~~obtain~~liabilities ~~and~~not ~~maintain~~currently ~~applicable~~borne ~~permits,~~under ~~authorizations,~~our orthird-party ~~other~~operator ~~regulatory approvals~~model. IfThere ~~these~~can ~~new~~be orno ~~expanded~~assurance ~~routes~~that ~~are~~insurance ~~unsuccessful~~coverage orwould ~~fail to attract a sufficient number of fliers to~~ be ~~profitable,~~adequate or weavailable ~~are~~on ~~unable~~commercially toreasonable ~~bring~~terms. ~~new~~Even orif ~~expanded~~fully ~~routes to market efficiently~~insured, ~~our~~any ~~business, financial condition, and results of operations could be adversely affected. Furthermore, new third-party~~ aircraft ~~operator~~accident or ~~flier~~incident ~~demands~~involving ~~regarding~~aircraft ~~our~~operated ~~services~~by us, ~~including the availability of superior routes~~ or aaffecting ~~deterioration in~~ the ~~quality~~broader ofaviation ~~our existing routes~~industry, could negatively ~~affect~~impact ~~the~~public ~~attractiveness~~perception of our ~~platform~~safety and ~~the~~reliability ~~economics of our business~~ and ~~require~~reduce uscustomer toconfidence ~~make substantial changes to and additional investments~~ in our ~~routes or our business model~~services.

~~Developing~~We ~~and~~are ~~launching~~especially ~~new~~vulnerable ~~routes or enhancements~~ to our existing routes involves significant risks and uncertainties, including risks related to the reception of such routes by existing and potential future third-party aircraft operators and fliers, increases in competition from local players who may have a better understanding of the local culture, language and customer preferences, increases in operational complexity, unanticipated delays ~~or challenges in implementing such routes or enhancements~~, increased strain on our operational and internal resources (including an impairment of our ability to accurately forecast flier demand and the number of third-party aircraft operators using our platform)cancellations, ~~and negative publicity in the event such new~~ or ~~enhanced~~flight ~~routes are perceived to be unsuccessful. We have scaled our business rapidly~~rescheduling, and significant new initiatives have in the past resulted in such operational challenges affecting our business. In addition, developing and launching new routes and enhancements to our existing routes may involve significant upfront investment, such as ~~additional~~we ~~marketing~~rely ~~and terminal build out, and such investments may not generate return~~ on ~~investment.~~maintaining ~~Any~~efficient ofaircraft ~~the~~utilization ~~foregoing risks and challenges could negatively impact our ability~~ to ~~attract~~manage ~~and~~direct ~~retain~~costs ~~qualified~~associated with third-party ~~aircraft~~ operators ~~and fliers and our ability to increase utilization of our routes and could adversely affect our business, financial condition, and results of operations~~.

WeOur ~~expect~~success todepends ~~face~~in ~~intense~~part ~~competition~~on inmaintaining efficient aircraft utilization, which helps manage the ~~urban~~costs associated with third-party aircraft operators and supports overall operating margins. Utilization may be affected by delays caused by a variety of factors, many of which are beyond our control, including adverse weather conditions, air ~~mobility~~traffic ~~industry~~congestion, security requirements, unscheduled maintenance, the timing and coordination of surgical teams and donor logistics, and other operational disruptions. Reduced aircraft utilization may limit our ability to achieve or maintain profitability and may lead to customer dissatisfaction.

~~The~~While ~~urban~~historically ~~air~~we ~~mobility~~have ~~industry~~maintained isaircraft ~~still~~utilization ~~developing~~levels ~~and~~sufficient ~~evolving, but we expect it~~ to besupport ~~highly~~our ~~competitive.~~operating ~~Our~~model, ~~potential~~we ~~competitors~~ may be ~~able~~unable to ~~devote~~sustain ~~greater~~or ~~resources~~improve toutilization ~~the~~as ~~development~~our ofbusiness ~~their~~grows ~~current~~ and ~~future~~evolves. ~~technologies~~The orrisk ~~the promotion and sale~~ of ~~their offerings~~delays, orcancellations ~~offer lower prices. For example, some multimodal transportation providers~~ and ~~even~~flight ~~commercial~~rescheduling ~~airlines~~may ~~have~~increase ~~expressed~~as ~~interest~~we inexpand ~~air~~our ~~mobility,~~medical ~~and~~logistics ~~Uber Technologies~~footprint, ~~Inc.~~enter ~~has~~new ageographic ~~significant investment in a company that is developing EVA. Moreover~~areas, ~~potential~~integrate ~~manufacturers~~acquisitions ~~of EVA may choose to develop vertically integrated businesses,~~ or ~~they~~support ~~may~~a ~~contract~~greater ~~with~~volume ~~competing~~of ~~air mobility service providers rather than entering into operating contracts with us or our third~~time-~~party~~sensitive ~~operators, which would be a threat to our business~~missions. ~~Our~~Any ~~potential~~sustained ~~competitors~~decrease ~~also~~in ~~may~~utilization ~~establish~~could ~~cooperative~~increase oroperating ~~strategic relationships among themselves or with third parties~~costs, ~~including~~reduce ~~regional~~efficiency orand ~~national~~adversely ~~helicopter~~affect ~~or heliport operations that we rely on to offer~~ our ~~urban air mobility services~~business, ~~which~~financial ~~may~~condition ~~further enhance their resources~~ and ~~offerings.~~results Itof is possible that domestic or foreign companies or governments, some with greater experience in the urban air mobility industry or greater financial resources than we possess, will seek to provide products or services that compete directly or indirectly with ours in the futureoperations. ~~Any such foreign competitor could benefit from subsidies or other protective measures provided by its home country.~~

WeThe ~~believe~~provision ~~our~~of ~~ability~~healthcare toservices ~~compete~~is ~~successfully~~a asheavily anregulated ~~urban~~industry ~~air~~and ~~mobility~~our ~~service~~medical ~~will~~logistics ~~depend~~and onclinical aservices ~~number of factors, which~~ may ~~change~~be inimpacted ~~the~~by ~~future~~regulatory ~~due to increased competition~~changes, ~~including~~legislative ~~the price of our offerings~~reforms, ~~consumer confidence in the safety of our offerings, consumer satisfaction for the experiences we offer,~~ and ~~the~~civil ~~routes,~~or ~~frequency~~criminal ofenforcement ~~flights, and~~ actions.

Our business operates within a highly regulated healthcare and transplant ecosystem, and changes in federal or state healthcare laws, regulations, reimbursement policies or enforcement priorities could adversely affect our operations, financial condition and results of operations. The U.S. federal and state governments continue to propose and implement legislation and regulatory changes that may impact the availability, cost and reimbursement of organ procurement, medical logistics and related services. Ongoing healthcare reform efforts, particularly those affecting organ procurement organizations (“OPOs”), transplant centers and organ allocation policies, may materially affect our business.

For example, CMS has revised Medicare conditions of participation and payment policies affecting transplant centers and OPOs, and federal agencies have undertaken initiatives to modernize oversight of the Organ Procurement and Transplantation Network, including increased regulatory scrutiny and potential structural reforms. Reports, investigations or future regulatory actions relating to organ procurement and allocation practices may lead to changes in industry practices, increased compliance obligations or additional oversight of participants in the transplant ecosystem. Any reduction in reimbursement rates, limitations on coverage or regulatory changes affecting our customers could indirectly impact demand for our services or increase compliance costs.

Although we are not directly reimbursed by Medicare for our services, our customers, including healthcare providers and OPOs, often rely on government program reimbursement. As a result, we may be subject to federal and state healthcare laws and regulations, including the federal Anti-Kickback Statute, the Stark Law, the False Claims Act (“FCA”) and other fraud, waste and abuse laws. These laws govern financial arrangements and business practices involving entities that participate in or generate business reimbursed by federal healthcare programs. Enforcement authorities have broad

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~~availability~~discretion ofin ~~seats~~interpreting ~~offered~~and ~~through~~applying ~~our~~these ~~platform.~~laws, Ifand weviolations ~~are~~may ~~unable~~result toin ~~compete~~significant ~~successfully,~~civil ~~our~~or ~~business~~criminal penalties, ~~financial~~exclusion ~~condition,~~from ~~and~~federal ~~results~~healthcare ofprograms, ~~operations~~reputational ~~could~~harm beor ~~adversely~~other ~~affected~~adverse consequences.

~~Our~~The ~~prospects~~FCA and ~~operations~~similar ~~may~~laws impose liability for knowingly presenting or causing to be ~~adversely~~presented ~~affected~~false or fraudulent claims for payment or approval and may be enforced by ~~changes~~government inagencies ~~consumer~~or ~~preferences~~through private whistleblower actions. We may be subject to audits, ~~discretionary~~reviews, ~~spending~~investigations or enforcement actions relating to our arrangements or practices and evolving regulatory interpretations or heightened scrutiny of healthcare industry relationships could require us to modify our operations, increase compliance costs or expose us to potential liability. Any failure, or perceived failure, to comply with applicable laws and ~~other~~regulations ~~economic~~could ~~conditions~~materially ~~that~~and adversely affect ~~demand~~our ~~for~~business, ~~our~~financial ~~services~~condition and results of operations.

~~Our~~Due ~~Passenger business, comprised of our Short Distance and Jet and Other offerings, are vulnerable~~ to ~~changes in consumer preferences, discretionary spending, and other market changes impacting luxury goods and discretionary purchases. The global economy has in~~ the ~~past,~~effects ~~and will in the future, experience recessionary periods and periods~~ of ~~economic~~discontinued ~~instability.~~operations During such periods, our current and future users may choose not to make discretionary purchases or may reduce overall spending on discretionary purchases. Such changes could result in reduced consumer demand for ~~air~~the ~~transportation,~~Passenger ~~including our urban air mobility services~~business, ~~or could shift demand from~~ our ~~urban~~historical ~~air~~financial ~~mobility~~results ~~services~~may ~~to other methods of air or ground transportation for which we do~~ not ~~offer~~be ~~services.~~comparable ~~If we are unable~~ to ~~generate~~current ~~demand~~ or ~~there is a~~ future ~~shift in consumer spending away from urban air mobility, our business, financial condition, and~~ results ~~of operations could be adversely affected~~.

~~Our~~The ~~Jet~~consolidated ~~and~~statements ~~Other~~of ~~product~~operations ~~line~~included isin ~~reliant~~this Annual Report on ~~certain~~Form ~~customers~~10-K ~~which~~present ~~could~~the ~~impact~~results of the Passenger business as discontinued operations for all periods presented. As a result, our financial results for prior periods may not be directly comparable to the consolidated statements of operations included in this Annual Report on Form 10-K or to those that will be included in future periodic reports. The classification of the Passenger business as discontinued operations reflects the divestiture of activities previously included in our Passenger segment, ~~revenue~~and certain historical results presented in prior filings were not prepared on this basis.

ABecause ~~portion~~our ofhistorical ~~our~~financial ~~revenue~~statements included in ~~the~~prior ~~Jet~~periodic ~~and~~reports ~~Other~~did ~~product~~not isreflect ~~concentrated~~discontinued inoperations apresentation, ~~small~~comparisons ~~number~~ of ~~jet~~operating ~~charter~~results ~~customers.~~across ~~The~~periods ~~jet~~may ~~charter~~be ~~market~~difficult isand ~~vulnerable~~could lead to ~~changes~~misinterpretation of trends in ~~consumer~~our ~~preferences~~business or financial performance. In addition, ~~discretionary~~certain ~~spending~~financial metrics, cash flow presentations and ~~other~~operating ~~economic~~results ~~factors~~may ~~that~~differ ~~can~~significantly ~~affect~~from ~~these~~historical ~~customers’~~disclosures. ~~decision~~Investors toshould ~~charter~~exercise ~~with~~caution uswhen orevaluating period-to-period ~~pursue~~performance ~~other~~or ~~transportation~~relying ~~methods,~~on ~~including~~past ~~purchasing~~results ~~personal~~as ~~aircraft~~an indicator of future performance. See Note 5 to ~~meet~~the ~~their~~consolidated ~~air~~financial ~~transportation~~statements ~~needs~~included in this Annual Report on Form 10-K for additional information.

IfRisks weRelated ~~are unable~~ to ~~obtain~~Our ~~and~~Dependence maintain adequate facilities and infrastructure, we may be unable to offer our existing Passenger flight schedule and to expand or change our Passenger route network in the future, which may have a material adverse impact on ~~our~~Third-Party ~~operations.~~Providers

InWe ~~our~~rely ~~Passenger~~on ~~segment,~~our inthird-party ~~order~~contractors to ~~operate~~provide ~~our existing~~ and ~~proposed~~operate ~~flight~~aircraft. ~~schedule~~If ~~and,~~such ~~where~~third-party ~~desirable,~~contractors ~~add~~do ~~service~~not ~~along~~perform ~~new~~adequately or ~~existing~~terminate ~~routes,~~their werelationships ~~must~~with ~~be able to maintain or obtain space for passenger terminals. As airports and heliports around the world become more congested~~us, ~~it may not be possible for us to ensure that~~ our ~~plans~~costs ~~for~~may ~~new~~increase ~~service can be implemented in a commercially viable manner, given operating constraints at airports~~ and ~~heliports throughout~~ our ~~network~~business, ~~including~~financial ~~those imposed by inadequate facilities at desirable locations. Additionally~~condition, ~~there is no assurance that we will be able to obtain necessary approvals~~ and toresults ~~make necessary infrastructure changes to enable adoption~~ of ~~EVA. Any limitation on our ability to acquire or maintain space for passenger terminal~~ operations could ~~have~~be aadversely ~~material adverse effect on our business, results of operations, and financial condition~~affected.

~~Blade~~We ~~leases~~primarily ~~and~~rely ~~licenses~~on ~~exclusive~~third-party ~~passenger~~contractors ~~terminal~~to ~~infrastructure~~own ~~from airport~~ and ~~heliport~~operate ~~operators~~aircraft used in ~~key~~connection ~~markets~~with our services. ~~These~~Our ~~leases~~third-party contractors provide pilots, ~~licenses~~maintenance, hangar, insurance, and ~~permits~~fuel, ~~vary~~and inare ~~term,~~responsible ~~ranging~~for ~~from~~the ~~month-to-month~~safe ~~permits~~operation toof ~~multi-year~~our ~~use~~aircraft. Because we do not directly control many aspects of their operations, including staffing, maintenance practices, regulatory compliance and ~~occupancy~~safety ~~agreements~~procedures, ~~that~~our ~~are~~ability ~~coterminous~~to ~~with~~ensure ~~the~~consistent ~~airport~~service orquality ~~heliport~~and ~~operator’s~~availability ~~underlying~~is ~~lease~~dependent ~~with~~on the ~~municipality~~performance ~~that~~and ~~owns~~reliability ~~the~~of ~~premises~~these third parties. ~~While~~Should ~~our~~we experience complications with any of these ~~multi~~third-~~year~~party ~~use~~contractors ~~and~~or ~~occupancy~~their ~~agreements~~aircraft, ~~have~~including ~~led~~capacity toconstraints, ~~long-term~~regulatory ~~uninterrupted~~actions, ~~usage~~financial ~~thus~~difficulties ~~far,~~or ~~certain~~operational ~~municipalities~~disruptions, ~~including~~we ~~New~~may ~~York~~need to delay, ~~retain~~reschedule or cancel flights or otherwise modify our services. We face the ~~authority~~risk tothat ~~terminate~~any aof ~~heliport~~our ~~operator’s~~contractors ~~lease~~may ~~upon~~not asfulfill ~~short~~their ascontracts 30and ~~days’~~deliver ~~notice.~~their Ifservices on a ~~municipality~~timely ~~exercised~~basis, ~~its~~or ~~termination~~at ~~rights,~~all. ~~under~~We ~~certain~~have ~~conditions~~experienced, ~~our~~and ~~agreements~~may ~~with~~in the ~~airport~~future orexperience, ~~heliport~~operational ~~operator~~complications ~~would~~with ~~concurrently~~our ~~terminate~~contractors. ~~Termination~~The ability of ~~one~~our contractors to effectively satisfy our requirements could also be impacted by factors outside of our control, including any such contractor’s financial difficulty or ~~more~~damage to their operations caused by fire, terrorist attack, natural disaster and public health threats. The failure of any contractors to perform to our ~~leases~~expectations could ~~negatively~~result ~~impact~~in delayed or canceled flights and harm our business. Our reliance on contractors and our limited ability to ~~provide~~control ~~services~~any inoperational difficulties with our ~~existing~~third-party ~~markets~~contractors ~~and~~could have a material adverse effect on our business, ~~results~~financial ~~of operations~~condition, and ~~financial~~results ~~condition~~of operations.

~~The~~If ~~EVA~~our ~~industry~~third-party ~~may~~aircraft ~~not~~operators ~~continue~~are unable to ~~develop,~~match ~~EVA~~our ~~may~~growth ~~not~~in bedemand ~~adopted~~or bywe ~~the~~are ~~market~~unable orto ~~our~~add additional third-party aircraft operators, ~~EVA~~to ~~may~~our ~~not~~network beto ~~certified~~meet ~~by transportation authorities~~demand, orour ~~EVA~~costs may ~~not~~increase ~~deliver~~and ~~the expected reduction in operating costs, any of which could adversely affect~~ our ~~prospects,~~ business, financial condition, and results of operations could be adversely affected.

~~EVA~~We ~~involves~~are adependent ~~complex set of technologies, which we rely~~ on ~~original~~a ~~equipment~~finite ~~manufacturers~~number ~~(“OEMs”)~~of tocertificated ~~develop and our~~ third-party aircraft operators to ~~adopt.~~provide ~~However,~~aircraft ~~before~~used ~~EVA~~in ~~can~~connection ~~fly~~with ~~passengers~~our ~~or cargo, OEMs must receive requisite approvals from federal transportation authorities~~services. NoIf ~~EVA~~competitors ~~are~~establish ~~currently~~cooperative ~~certified~~or bystrategic ~~the~~relationships ~~FAA~~with ~~for~~third-party ~~commercial~~aircraft ~~operations~~operators in the ~~United~~markets ~~States~~we serve, ~~and~~offer ~~there~~to ispay nothird-party ~~assurance that OEM research and development will result in government certified~~ aircraft ~~that~~operators ~~are~~more ~~market-viable~~attractive rates or ~~commercially~~guarantee ~~successful in~~ a ~~timely~~higher ~~manner,~~volume orof atflights ~~all.~~than Inwe ~~order to gain government certification~~offer, ~~the~~we ~~performance,~~could ~~reliability,~~face ~~and~~increased ~~safety~~competition offor ~~EVA~~aircraft ~~must~~availability. beAs ~~proven,~~competition ~~none~~in ofthe ~~which~~aviation ~~can~~services bemarket ~~assured. Even if EVA are certified~~grows, ~~individual~~ operators ~~must~~may ~~conform~~seek ~~EVA~~exclusive tocontractual ~~their licenses~~arrangements, ~~which~~higher ~~requires~~rates ~~FAA~~or ~~approval,~~volume ~~and individual pilots also must be licensed and approved by the FAA to fly EVA~~commitments, which could ~~contribute~~increase ~~to delays in any widespread use of EVA and potentially limit the number of EVA operators available to~~ our ~~business.~~

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~~Additional~~costs ~~challenges~~or limit our access to ~~the~~aircraft. ~~adoption~~If ofour ~~EVA,~~third-party ~~all~~aircraft ofoperators ~~which~~are unable or unwilling to expand capacity or are ~~outside~~only ofable to do so at significantly increased expense, or otherwise do not have capacity or desire to support our ~~control~~growth, ~~include:~~or we are unable to add new operators on reasonable terms, or at all, our business and results of operations could be adversely affected.

~~•market~~Transportation ~~acceptance~~for the hearts, lungs and livers, which represent a significant portion of ~~EVA~~our medical logistics activities, is often requested only hours before departure. Our ability to successfully fulfill these time-sensitive requests depends on access to dedicated aircraft and crews and is the primary metric by which Medical Customers evaluate our performance. Historically, broader demand across our Passenger and Medical businesses supported operator incentives to provide dedicated capacity; however, following the divestiture of the Passenger business, there can be no assurance that operators will continue to allocate aircraft and personnel to our services at historical levels or pricing. If we are unable to secure sufficient dedicated capacity from third-party operators, we may incur increased costs, experience service disruptions or be required to consider acquiring or operating aircraft directly, which would introduce additional risks.

~~•our~~If ~~ability~~we toencounter ~~utilize~~problems ~~EVA,~~with ~~some~~any of ~~which~~our ~~are~~third-party ~~being~~aircraft ~~developed~~operators byor ~~manufacturers~~third-party ~~that~~service ~~intend~~providers, tosuch ~~purse~~as aworkforce ~~business~~disruptions ~~model~~or ~~that~~operational isinterruptions, ~~vertically~~our ~~integrated~~operations ~~with~~could ~~direct-to-consumer~~be ~~sales~~adversely ~~and~~affected ~~may~~by bea ~~competitive~~resulting ~~with~~decline in revenue or negative public perception about our ~~offerings;~~ services.

~~•state~~Because we rely extensively on third-party aircraft operators and other service providers, ~~federal~~disruptions affecting their businesses may adversely impact our operations. Such disruptions may arise from adverse economic conditions, financial distress, labor shortages or ~~municipal~~the ~~licensing~~inability ~~requirements~~of third parties to recruit or retain skilled personnel, including pilots, mechanics and other ~~regulatory~~aviation ~~measures;~~or operational staff. Certain third-party operators provide significant capacity that we may be unable to replace on short notice if they fail to perform their obligations or cease operations, which could result in service disruptions or increased costs.

~~•necessary~~Labor ~~changes~~actions, workforce shortages or other operational disruptions affecting third-party operators, airport personnel or aviation service providers could materially affect our ability to ~~infrastructure~~deliver services. Any significant disruption to ~~enable~~our ~~adoption~~operations arising from workforce issues or other third-party challenges could result in delayed or disrupted missions, ~~including~~customer ~~installation~~dissatisfaction, ofreputational ~~necessary~~harm ~~charging~~and ~~equipment;~~adverse effects on our business, financial condition and results of operations.

~~•public~~In ~~perception~~addition, ~~regarding~~we rely on third-party contractors to provide facilities, infrastructure and operational support services necessary for our business. Our ability to control the ~~safety~~efficiency and timeliness of ~~EVA~~these services is limited, and we may experience operational disruptions if such providers encounter financial hardship, cease operations or otherwise fail to perform. If we are unable to replace critical service providers on favorable terms, or at all, our operations, results of operations and financial condition could be materially adversely affected.

~~There are a number of existing laws~~Illegal, ~~regulations~~improper, ~~and~~or ~~standards~~otherwise ~~that~~inappropriate ~~may~~operation ~~apply~~of toStrata-owned ~~EVA,~~or ~~including~~Strata-branded ~~standards that were not originally intended to apply to electric~~ aircraft. ~~Regulatory changes that address EVA more specifically could delay the ability of OEMs to receive type certification~~ by ~~transportation authorities and thus delay~~ our third-party aircraft operators~~’ ability to utilize EVA for our flights. In addition~~, there can be no assurance that the market will accept EVA, that we will be able to execute on our business strategy, or that our offerings utilizing EVA will be successful in the market. There may be heightened public skepticism of this nascent technology and its adopters. In particular, there could be negative public perception surrounding EVA, including the overall safety and the potential for injuries or death occurring as a result of accidents involving EVA, regardless of whether ~~any~~they ~~such~~are ~~safety~~operating ~~incidents~~aircraft ~~occur~~on ~~involving Blade or~~ our ~~third-party~~behalf, ~~operators. Any of the foregoing risks and challenges~~ could ~~adversely~~harm ~~affect~~ our ~~prospects~~reputation, business, brand, financial condition, and results of operations~~, and financial condition~~. If one or more of our third-party aircraft operators were to suffer an accident or lose the ability to fly certain aircraft due to safety concerns or investigations, we may be required to cancel or delay certain flights until replacement aircraft and personnel are obtained.

~~Our~~Some ~~international~~of ~~operations~~our third-party aircraft operators operate Strata-owned and ~~any~~Strata-branded ~~future~~aircraft ~~international~~on ~~expansion~~a ~~strategy~~non-exclusive ~~will~~basis, ~~subject~~enabling usthem to ~~additional~~utilize ~~costs~~Strata-branded aircraft for flight operations unrelated to our services. As a result, activities involving owned or branded aircraft that are outside of our operational control may nonetheless be associated with our brand. If our third-party aircraft operators were to operate Strata-owned or Strata-branded aircraft, regardless of whether such aircraft is flying on our behalf, in an illegal, improper, or otherwise inappropriate manner, such as violating local noise-abatement regulations or ignoring suggested noise-abatement flight paths and ~~risks~~procedures, we could experience significant reputational harm. While we have implemented various measures intended to anticipate, identify, and ~~our~~address ~~plans~~the risk of these types of activities, these measures may not beadequately ~~successful~~address or prevent all illegal, improper, or otherwise inappropriate activity by our third-party aircraft operators while flying Strata-owned or Strata-branded aircraft. Further, any negative publicity related to the foregoing, whether or not such incident occurred while flying on our behalf, could adversely affect our reputation, brand perception, or relationships with customers or regulators. Such events could also increase the risk of litigation or regulatory action or reduce demand for our services, any of which could materially adversely affect our business, financial condition and results of operations.

We ~~have~~rely ~~started~~on ~~expanding~~third-party ~~our~~web ~~Passenger~~service ~~segment~~providers ~~internationally.~~to Insupport ~~2019, we entered into a joint venture in India (~~our ~~“Indian~~technology ~~Joint Venture”)~~systems, in 2021, we expanded into Canada through the acquisition of the exclusive rights to Helijet International, Inc.’s passenger transportation services, in 2022, we expanded into Europe (France, Switzerland and ~~Monaco)~~any ~~through~~disruption ~~the acquisition~~ of ~~the~~or ~~passenger~~interference ~~transportation~~with ~~services of Héli Sécurité, Azur Hélicoptère and Monacair, and we may continue to expand~~ our ~~international~~use ~~operations into new countries. Operating outside~~ of ~~the~~these ~~United~~services ~~States~~could ~~has~~adversely ~~and~~affect ~~may continue to require significant management attention to oversee operations across a broad geographic area with varying regulations, customs and cultural norms, in addition to placing strain on~~ our ~~finance~~business, ~~analytics,~~financial ~~compliance~~condition, ~~legal, engineering,~~ and ~~operations~~results ~~teams. We have, and may, incur significant operating expenses and may not be successful in our international expansion for a variety~~ of ~~reasons, including:~~operations.

•recruiting and retaining talented and capable employees in foreign countries and maintaining our company culture across all of our offices;

•competition from local incumbents that better understand the local market, may market and operate more effectively, and may enjoy greater local affinity or awareness;

•differing demand dynamics, which may make our offerings less successful;

•complying with local laws and regulatory standards, including with respect to data privacy and tax;

•obtaining any required government approvals, licenses, or other authorizations;

•varying levels of Internet and mobile technology adoption and infrastructure;

•costs and exchange rate fluctuations;

•operating in jurisdictions that do not protect intellectual property rights to the same extent as the United States; and

•limitations on the repatriation and investment of funds as well as foreign currency exchange restrictions.

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AsThe ofcontinuous ~~December~~and ~~31,~~reliable ~~2024,~~performance of our ~~European~~technology ~~market~~systems, ~~expansion~~including ~~has~~logistics ~~incurred~~coordination ~~integration~~tools, ~~issues~~data tracking capabilities and ~~losses~~customer-facing interfaces, ~~resulting~~is incritical anto ~~impairment~~our ofoperations. ~~the~~We ~~carrying~~currently ~~values~~host ofkey ~~the~~elements ~~purchased~~of ~~intangible~~our ~~assets~~technology ~~related~~infrastructure towith ~~our~~a ~~acquisition~~third-party ofcloud ~~the~~services ~~passenger~~provider. ~~transportation~~Although ~~services~~we ofengage ~~Héli~~reputable ~~Sécurité~~vendors, ~~Azur~~we ~~Hélicoptère~~do ~~and~~not ~~Monacair.~~control ~~The~~the ~~acquisition~~facilities ~~involved~~or ~~estimates,~~systems ~~assumptions,~~used ~~and~~by ~~judgments~~these providers, ~~and~~which ~~results~~may ~~have~~be ~~varied~~vulnerable ~~from~~to ~~our~~natural ~~expectations~~disasters, ~~and~~cybersecurity ~~may~~incidents, ~~continue~~human ~~to vary~~error, ~~due~~power tooutages ~~slower~~or ~~than~~other ~~expected~~disruptions. ~~business~~Changes ~~integration,~~to ~~lower~~our ~~than~~cloud ~~anticipated~~provider’s ~~operating~~service ~~results~~levels ofor ~~the~~performance ~~European~~could ~~expansion~~adversely ~~and~~affect our ~~expectation~~ability ofto ~~delays~~meet incustomer ~~the~~and ~~commercialization~~operational ~~of EVA for use in Europe~~requirements.

WeWhile ~~hold~~we abelieve ~~minority~~we ~~ownership~~have ~~stake~~implemented inreasonable ~~our~~backup ~~Indian Joint Venture~~ and dodisaster ~~not~~recovery ~~hold any control rights over the operations of the business. As such~~measures, we ~~cannot~~have ~~directly~~experienced, ~~prevent~~and ~~actions~~expect ~~which~~to ~~may~~continue ~~result~~to inexperience, ~~losses~~interruptions, ordelays ~~negative~~and ~~publicity.~~service ~~While~~outages wedue ~~have~~to ~~implemented~~infrastructure ~~various~~changes, ~~measures~~software ~~intended to anticipate~~errors, ~~identify,~~hosting ~~and~~disruptions ~~address~~or ~~the~~capacity ~~risk~~constraints. ~~associated~~Because ~~with~~ our ~~lack~~services ofoften ~~control,~~involve ~~these~~time-sensitive ~~measures~~coordination ~~may~~and ~~not~~data ~~adequately~~management, ~~address~~sustained or ~~prevent~~repeated ~~all~~disruptions ~~potential~~could ~~risks~~impair ~~and~~our ~~may~~ability ~~adversely~~to ~~impact~~manage ~~our~~logistics ~~reputation and brand~~effectively, ~~which~~reduce ~~could~~customer ~~adversely~~confidence ~~affect~~and ~~our~~expose ~~business,~~us ~~financial~~to ~~condition,~~reputational ~~and~~or ~~results~~operational ~~of operations~~risks. InAs ~~the future,~~ we ~~may~~expand ~~enter~~our ~~into~~service ~~other~~offerings ~~joint~~and ~~ventures~~support orhigher ~~licensing~~volumes ~~agreements that involve a similar lack~~ of ~~control~~mission activity, ~~which~~maintaining ~~could~~system ~~adversely~~performance ~~impact~~may ~~our~~become ~~reputation~~more ~~and brand~~challenging.

WeAny ~~recently~~negative ~~exited~~publicity, ~~the~~customer ~~Canadian~~dissatisfaction ~~market~~or ~~and~~operational ~~fully~~disruption ~~impaired~~arising ~~the~~from ~~value~~technology ofoutages ~~the~~or ~~acquisition.~~performance ~~While~~issues ~~our~~could ~~exit~~harm ~~agreement~~our ~~includes~~reputation ~~provisions~~and ~~to seek future collaboration with Helijet International~~brand, ~~Inc.~~reduce ~~following~~customer ~~the~~reliance ~~introduction~~on ofour ~~eVTOL,~~services ~~such~~and ~~provisions~~materially ~~are~~adversely ~~subject~~affect toour ~~mutual agreement on~~ business ~~terms~~, ~~and~~financial ~~there~~condition isand noresults ~~guarantee~~of ~~that we will reach a satisfactory agreement to re-enter the Canadian market~~operations.

Our limited experience in operating our business internationally increases the risk that any potential future expansion efforts that we undertake may not be successful. If we invest substantial time and resources to expand our operations internationally and are unable to manage these risks effectively, our business, financial condition, and results of operations could be adversely affected. In addition, international expansion may increase our risks related to compliance with various laws and standards, including with respect to anti-corruption, anti-bribery, trade agreements, and trade and economic sanctions.

Risks Related to Our Dependence on Third-Party Providers

We rely on our third-party operators to provide and operate aircraft. If such third-party operators do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition, and results of operations could be adversely affected.

We primarily rely on third-party contractors to own and operate aircraft. Should we experience complications with any of these third-party contractors or their aircraft, we may need to delay or cancel flights. We face the risk that any of our contractors may not fulfill their contracts and deliver their services on a timely basis, or at all. We have experienced, and may in the future experience, operational complications with our contractors. The ability of our contractors to effectively satisfy our requirements could also be impacted by any such contractor’s financial difficulty or damage to their operations caused by fire, terrorist attack, natural disaster and public health threats. The failure of any contractors to perform to our expectations could result in delayed or canceled flights and harm our business. Our reliance on contractors and our inability to fully control any operational difficulties with our third-party contractors could have a material adverse effect on our business, financial condition, and results of operations.

If our third-party aircraft operators are unable to match our growth in demand or we are unable to add additional third-party aircraft operators to our platform to meet demand, our costs may increase and our business, financial condition, and results of operations could be adversely affected.

We are dependent on a finite number of certificated third-party aircraft operators to primarily provide our services. In the event potential competitors establish cooperative or strategic relationships with third-party aircraft operators in the markets we serve, offer to pay third-party aircraft operators more attractive rates or guarantee a higher volume of flights than we offer, we may not have access to the necessary number of aircraft to achieve our planned growth. Though we have successfully incentivized our operators to add aircraft to support our growth in the past, there is no guarantee we will be able to continue doing so without incurring costs. If our third-party aircraft operators are unable or unwilling to add aircraft, or are only able to do so at significantly increased expense, or otherwise do not have capacity or desire to support our growth, or we are unable to add new operators on reasonable terms, or at all, our business and results of operations could be adversely affected. As the urban air mobility market grows, we expect competition for third-party aircraft operators to increase. Further, we expect that as competition in the urban air mobility market grows, the use of exclusive contractual arrangements with third-party aircraft operators, sometimes requiring volume guarantees, may increase, as may the cost of securing their services.

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Transportation for the hearts, lungs and livers that make up the vast majority of our Medical product line is typically requested only hours before the required departure time. Our ability to successfully fulfill these requests is the primary metric by which Medical Customers evaluate our performance. The short turnaround times required in our Medical product line necessitate dedicated aircraft and crews. Historically, the combination of our Passenger and Medical demand has been enough to incentivize operators to provide dedicated aircraft and crews for this purpose, but there is no guarantee that will continue, particularly if demand for private aircraft continues to increase. As a result, we may need to own and/or operate additional aircraft in the future in order to maintain access to the number of aircraft required to support or growing business; ownership and operation of aircraft would result in additional risks.

If we encounter problems with any of our third-party aircraft operators or third-party service providers, such as workforce disruptions, our operations could be adversely affected by a resulting decline in revenue or negative public perception about our services.

Due to our reliance on third parties aircraft operators, we are subject to the risk of disruptions to their operations, which has in the past and may in the future result from many of the same risk factors disclosed in this “Risk Factors” section, such as the impact of adverse economic conditions and the inability of third parties to hire or retain skilled personnel, including pilots and mechanics. Several of these third-party operators provide significant capacity that we would be unable to replace in a short period of time should that operator fail to perform its obligations to us. Disruptions to capital markets, shortages of skilled personnel and adverse economic conditions in general, such as conditions resulting from the COVID-19 pandemic, have subjected certain of these third-party regional operators to significant financial and operational pressures, which have in the past and could result in the temporary or permanent cessation of their operations. We may also experience disruption to our regional operations if we terminate agreements with one or more of our current aircraft operators and transition the services to another provider.

Although our third-party aircraft operators are not currently experiencing workforce disruptions, we cannot predict the future actions of their workforce. Union strikes among airport workers or certain pilots of third-party aircraft operators may result in disruptions of our services and thus could have a material adverse effect on our business, financial condition, and results of operations. Any significant disruption to our operations as a result of problems with any of our third-party aircraft operators would have a material adverse effect on our business, results of operations, and financial condition.

In addition, we have entered into agreements with contractors to provide various facilities and services required for our operations. Because we rely on others to provide such services, our ability to control the efficiency and timeliness of such services is limited. Similar agreements may be entered into in any new markets we decide to serve. We are also at risk should one of these service providers cease operations, and there is no guarantee that we could replace these providers on a timely basis with comparably priced providers, or at all. Any material problems with the efficiency and timeliness of contract services, resulting from financial hardships or otherwise, could have a material adverse effect on our business, results of operations, and financial condition.

Illegal, improper, or otherwise inappropriate operation of branded aircraft by our third-party aircraft operators, regardless of whether they are operating aircraft on our behalf, could harm our reputation, business, brand, financial condition, and results of operations.

Some of our third-party aircraft operators operate Blade-branded aircraft on a non-exclusive basis, enabling them to utilize Blade-branded aircraft for flight operations unrelated to Blade. If our third-party aircraft operators were to operate Blade-branded aircraft, regardless of whether such aircraft is flying on our behalf, in an illegal, improper, or otherwise inappropriate manner, such as violating local noise-abatement regulations or ignoring suggested noise-abatement flight paths and procedures, we could be exposed to significant reputational harm. While we have implemented various measures intended to anticipate, identify, and address the risk of these types of activities, these measures may not adequately address or prevent all illegal, improper, or otherwise inappropriate activity by our third-party aircraft operators while flying Blade-branded aircraft. Further, any negative publicity related to the foregoing, whether or not such incident occurred while flying on our behalf, could adversely affect our reputation and brand or public perception of the urban air mobility industry as a whole, which could negatively affect demand for platforms like ours and potentially lead to increased regulatory or litigation exposure. Any of the foregoing risks could harm our business, financial condition, and results of operations.

We rely on third-party web service providers to deliver our offerings to users on our platform, and any disruption of or interference with our use of third-party web services could adversely affect our business, financial condition, and results of operations.

Our platform’s continuing and uninterrupted performance is critical to our success. We currently host our platform and support our operations using a third-party provider of cloud infrastructure services. While we have engaged reputable vendors to provide these services, we do not have control over the operations of the facilities used by our third- party

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provider, and their facilities may be vulnerable to damage or interruption from natural disasters, cybersecurity attacks, human error, terrorist attacks, power outages, and similar events or acts of misconduct. In addition, any changes in our third-party cloud infrastructure provider’s service levels may adversely affect our ability to meet the requirements of users. While we believe we have implemented reasonable backup and disaster recovery plans, we have experienced, and expect that in the future we will experience, interruptions, delays, and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions, and capacity constraints. Sustained or repeated system failures would reduce the attractiveness of our offerings. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as we expand our service offerings. Any negative publicity or user dissatisfaction arising from these disruptions could harm our reputation and brand and may adversely affect the usage of our offerings, and could harm our business, financial condition, and results of operation.

Risks Related to Intellectual Property, Cybersecurity, Information Technology and Data Management Practices

System failures, defects, errors, or vulnerabilities in our website, applications, backend systems, or other technology systems or those of third-party technology providers could harm our reputation and brand and adversely impact our business, financial condition, and results of operations.

Our technology systems, orincluding logistics coordination tools, data tracking systems, customer-facing applications and backend infrastructure, as well as those of third parties upon which we rely, may experience service interruptions, outages, or degradation because of hardware and software defects or malfunctions, human error, or malfeasance by third parties or our employees, contractors, or service providers, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, cyberattacks, or other events. Our insurance coverage may not be sufficient, and we may not have sufficient remedies available to us ~~from~~against ~~our~~ third-party service providers, to cover all of our losses that may result from such interruptions, outages, or degradation.

The software underlying our platform is highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has been released. WeAny ~~rely~~such heavily on a software engineering practice known as “continuous deployment,” which refers to the frequent release of our software code, sometimes multiple times per day. This practice increases the risk that errors ~~and vulnerabilities are present in the software code underlying our platform. The third-party software that we incorporate into our platform may also be subject to errors~~ or vulnerabilities. ~~Any errors or vulnerabilities discovered in our platform, whether in our proprietary code or that of third-party software on which our software relies,~~ could result in negative publicity, a loss of users or loss of revenue, access or other performance issues, security incidents, or other liabilities. Such vulnerabilities could also prevent ~~fliers~~customers from ~~booking~~using ~~flights~~our services, which would adversely affect our ~~flier~~aircraft utilization rates, or disrupt communications with our operators (e.g., flight schedules or passenger manifests), which could affect our on-time performance. For example, we have previously experienced ana ~~error~~limited insystem ~~our~~error ~~app~~ that temporarily ~~allowed~~exposed acertain ~~small number of users to log into and view a different~~ user’s profile information. Although we quickly corrected the error ~~after~~without ~~receiving user complaints, with no~~ material adverse impact to our business, similar ~~and~~or more serious errors could occur in the future. We may need to expend significant financial and development resources to analyze, correct, eliminate, or work around errors or defects or to address and eliminate vulnerabilities. Any failure to timely and effectively resolve any such errors, defects, or vulnerabilities could adversely affect our business, financial condition, and results of operations as well as negatively impact our reputation or brand.

WeIn ~~have~~addition, ~~experienced~~our ~~and~~technology ~~will~~platform ~~likely~~plays ~~continue~~an toincreasingly ~~experience~~important ~~system~~role ~~failures~~in ~~and~~coordinating ~~other~~time-sensitive ~~events~~clinical orlogistics, ~~conditions~~including ~~from~~the ~~time~~evaluation toof ~~time~~organ ~~that~~offers, ~~interrupt~~communication ~~the~~with ~~availability~~transplant orcenters ~~reduce~~and ororgan ~~affect~~procurement ~~the~~organizations, ~~speed~~and orreal-time ~~functionality~~coordination of ~~our~~transportation ~~technology platform~~resources. ~~These~~Any ~~events~~failure, ~~have~~delay, ~~resulted~~design inflaw, ~~and~~data ~~similar~~integrity ~~future events could result in~~issue, ~~losses~~or ofunintended ~~revenue~~consequence ~~due~~associated towith ~~increased~~these ~~difficulty~~coordination oftools ~~booking~~could ~~services~~disrupt ~~through~~clinical ~~our technology platform~~workflows, ~~impacts~~contribute to ~~on-time~~delays ~~performance, and resultant errors~~ in ~~operating~~organ ~~our~~placement ~~business.~~or Atransport, ~~prolonged interruption in the availability~~ or ~~reduction~~otherwise innegatively ~~the~~affect ~~availability~~transplant oroutcomes. ~~other~~Because ~~functionality of~~ our ~~platform~~services ~~could~~are ~~adversely~~often ~~affect~~integrated ~~our~~into ~~business~~the ~~and~~clinical ~~reputation~~decision-making and ~~could~~operational ~~result~~processes ~~in the loss~~ of ~~customers.~~our ~~Moreover~~customers, todisruptions ~~the extent that any system failure~~ or ~~similar~~errors ~~event results~~ in ~~harm~~our ortechnology ~~losses~~systems tomay ~~customers,~~expose ~~such~~us ~~as the inability~~ to ~~book~~increased ~~flights or monitor organ transports because of a system failure~~liability, wereputational ~~may make voluntary payments to compensate for such~~ harm, or ~~the~~loss ~~affected~~of ~~customers~~customer ~~could seek monetary recourse or contractual remedies from us for their losses~~confidence. ~~Such claims, even if unsuccessful, would likely be time consuming and costly for us to address.~~

We ~~rely~~have onexperienced ~~our~~and ~~information~~expect ~~technology~~to ~~systems~~continue to ~~manage~~experience ~~numerous~~interruptions, ~~aspects~~delays ofor ~~our~~reductions ~~business~~in system performance from time to time. ABecause ~~cyber-based~~our ~~attack~~services ofoften ~~these~~involve ~~systems~~time-sensitive ~~could~~coordination ~~disrupt~~and ~~our~~tracking ~~ability~~of toorgan ~~deliver~~transport ~~services~~logistics, toprolonged ~~our~~or ~~customers~~repeated ~~and~~disruptions could ~~lead~~impair toour ~~increased~~ability ~~overhead~~to ~~costs,~~manage ~~decreased~~operations ~~sales~~effectively, ~~and~~reduce ~~harm~~customer toconfidence ~~our reputation.~~

We rely on information technology networks and systems to operate and manage our business. Our information technology networks and systems process, transmit and store personal and financial information, proprietary information of our business, and also allow us to coordinate our business across our operation bases, and allow us to communicate with our employees and externally with customers, suppliers, partners, and other third parties. While we believe we take reasonable 25

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~~steps to secure these information technology networks~~ and ~~systems,~~harm ~~and~~our ~~the~~reputation. ~~data~~To ~~processed, transmitted, and stored thereon, such networks, systems, and data, especially with~~ the ~~continued~~extent ~~development~~that ~~and~~any ~~increased~~system ~~usage~~failure ofresults ~~artificial~~in ~~intelligence,~~customer ~~may be susceptible to cyberattacks~~harm, ~~viruses, malware, or other unauthorized access or damage (~~including bythe ~~environmental,~~inability ~~malicious, or negligent acts), which could result in unauthorized access~~ to, orrequest ~~the~~services ~~release and public exposure of, our proprietary information~~ or ~~our~~monitor ~~users’~~transport ~~personal information. In addition~~activities, ~~cyberattacks,~~customers viruses, malware, or other damage or unauthorized access to our information technology networks and systems, could result in damage, disruptions, or shutdowns to our platform. The rapid evolution of artificial intelligence may ~~require~~seek uscontractual toremedies ~~allocate additional resources to help implement artificial intelligence ethically in order to minimize unintended~~ or ~~harmful impacts and may also require us to make additional investments in the development of proprietary datasets, machine learning models or~~ other ~~systems,~~recourse ~~which~~against ~~may be costly. Any of the foregoing could cause substantial harm to our business, require~~ us ~~to make notifications to our customers~~, ~~governmental authorities, or the media,~~ and ~~could~~responding ~~result in litigation, investigations or inquiries by government authorities, or subject us~~ to ~~penalties, fines, and other losses relating to the investigation and remediation of~~ such anclaims ~~attack~~could orbe ~~other~~costly ~~unauthorized access or damage to our information technology systems~~ and ~~networks~~time-consuming.

We rely on ~~mobile~~our ~~operating~~information technology systems ~~and application marketplaces~~ to ~~make~~manage ~~our~~numerous ~~apps~~aspects ~~available to users~~ of our ~~platform~~business. IfA wecyber-based doattack ~~not~~of ~~effectively~~these ~~operate~~systems ~~with~~could ordisrupt ~~receive~~our ~~favorable~~ability ~~placements~~to ~~within~~deliver ~~such~~services ~~application~~to ~~marketplaces and maintain high user reviews,~~ our ~~usage~~customers orand ~~brand recognition~~ could ~~decline~~lead ~~and~~to ~~our~~increased ~~business~~overhead costs, ~~financial~~decreased ~~results~~sales, and ~~results~~harm ofto ~~operations~~our ~~could be adversely affected~~reputation.

We ~~depend~~rely inon ~~part~~information ontechnology ~~mobile~~networks ~~operating~~and systems to operate and manage our business, ~~such~~including assystems ~~Android~~used ~~and~~to ~~iOS~~coordinate organ transport missions, ~~and~~manage ~~their~~clinical ~~respective~~logistics, ~~application~~track ~~marketplaces~~operational todata ~~make~~and facilitate communications across our ~~platform~~organization ~~available~~and towith customers, suppliers, partners and other third parties. ~~Such~~Our ~~mobile~~information ~~operating~~technology networks and systems orprocess, ~~application~~transmit ~~marketplaces~~and ~~could~~store ~~limit~~personal, orfinancial, ~~prohibit~~and ushealth-related ~~from~~information, ~~making~~as ~~our~~well ~~apps~~as ~~available,~~proprietary ~~make~~business ~~changes~~information. ~~that~~While ~~degrade~~we ~~the~~believe ~~functionality~~we oftake ~~our~~reasonable ~~apps~~steps to secure these information technology networks and systems, ~~increase~~and the ~~difficulty~~data ofprocessed, ~~using~~transmitted, ~~our~~and ~~apps~~stored thereon, ~~impose~~such ~~terms~~networks, ofsystems, ~~use~~and ~~unsatisfactory~~data may be susceptible to uscyberattacks, viruses, malware, or ~~modify~~other ~~their~~unauthorized ~~search~~access or ~~ratings~~damage ~~algorithms~~(including inby ~~ways~~environmental, ~~that~~malicious, ~~are~~or ~~detrimental~~negligent acts), which could result in unauthorized access to, ~~us.~~or ~~Additionally~~the release and public exposure of, ifour ~~any~~proprietary ~~future~~information ~~competitor’s~~or ~~placement~~sensitive incustomer ~~such~~information. ~~mobile~~In ~~operating~~addition, ~~system’s~~cyberattacks, ~~application~~viruses, ~~marketplace~~malware, isor ~~more~~other ~~prominent~~damage ~~than~~or ~~the~~unauthorized ~~placement~~access ofto our ~~apps~~information technology networks and systems, ~~overall~~could ~~growth~~result in damage, disruptions, or shutdowns to our ~~flier~~technology ~~base~~systems ~~could~~or ~~slow~~operations. The increased use of artificial intelligence and generative AI tools may create additional risk relating to data handling, confidentiality and system securities, including the ~~usage~~potential offor ~~our~~confidential ~~platform~~information ~~could~~to be ~~adversely~~improperly ~~affected~~entered into third-party tools in violation of internal policies. ~~Our~~We ~~apps~~may ~~have~~need ~~experienced~~to ~~fluctuations~~allocate inadditional ~~the~~resources ~~number~~to ofimplement ~~downloads~~appropriate ingovernance ~~the~~and ~~past~~controls relating to artificial intelligence, ~~and~~develop weproprietary ~~anticipate~~datasets ~~similar~~or ~~fluctuations~~enhance insystem ~~the~~protections, ~~future~~which may be costly. Any of the foregoing ~~risks~~ could ~~adversely~~cause ~~affect~~substantial harm to our business, ~~financial~~require ~~condition~~us to make notifications to our customers, governmental authorities, or the media, and ~~results~~could result in litigation, investigations or inquiries by regulatory authorities, or subject us to penalties, fines, and other losses relating to the investigation and remediation of ~~operations~~such an attack or other unauthorized access or damage to our information technology systems and networks.

As new mobile devices and mobile platforms are released, there is no guarantee that certain mobile devices will continue to support our platform or effectively roll out updates to our apps. Additionally, in order to deliver high-quality apps, we need to ensure that our offerings are designed to work effectively with a range of mobile technologies, systems, networks, and standards. We may not be successful in developing or maintaining relationships with key participants in the mobile technology industry to make, or continue to make, such technologies, systems, networks, or standards available to our users. If fliers on our platform encounter any difficulty accessing or using our apps on their mobile devices or if we are unable to adapt to changes in popular mobile operating systems, our business, financial condition, and results of operations could be adversely affected.

If we fail to adequately protect our proprietary intellectual property rights, our competitive position could be impaired and we may lose market share, generate reduced revenue, and incur costly litigation to protect our rights.

Our success depends, in part, on our ability to protect our proprietary intellectual property rights, including certain technologies we utilize in ~~arranging~~coordinating ~~air~~medical logistics, clinical workflow, organ tracking and transportation operations. To date, we have relied primarily on trade secrets and trademarks to protect our proprietary technology. Our software is also subject to certain protection under copyright law, though we ~~have~~currently ~~chosen~~do not tomaintain ~~register~~registered ~~any~~copyrights offor ~~our~~certain ~~copyrights~~software. We routinely enter into non-disclosure agreements with our employees, consultants, third -party aircraft operators, and other relevant persons and take other measures to protect our intellectual property rights, such as limiting access to our trade secrets and other confidential information. We intend to continue to rely on these and other means, including patent protection, in the future. However, the steps we take to protect our intellectual property may be inadequate, and unauthorized parties may attempt to copy aspects of our intellectual property or obtain and use information that we regard as proprietary, ~~and~~including through employee mobility, ifthird-party ~~successful~~service provider access or other inadvertent disclosures, ~~may~~which ~~potentially~~could cause us to lose market share, harm our ability to compete, and result in reduced revenue. Moreover, our non- disclosure agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our products, and there can be no assurance that our competitors or third parties will comply with the terms of these agreements, or that we will be able to successfully enforce such agreements or obtain sufficient remedies if they are breached. There can be no assurance that the intellectual property rights we own or license will provide competitive advantages or will not be challenged or circumvented by our competitors.

Further, obtaining and maintaining patent, copyright, and trademark protection can be costly, and we may choose not to, or may fail to, pursue or maintain such forms of protection for our technology in the United States or foreign jurisdictions, which could harm our ability to maintain our competitive advantage in such jurisdictions. It is also possible that we will fail to identify patentable aspects of our technology before it is too late to obtain patent protection, that we will be unable to devote the resources to file and prosecute all patent applications for such technology, or that we will inadvertently lose protection for failing to comply with all procedural, documentary, payment, and similar obligations during the patent prosecution process. The laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate to prevent other parties from infringing our proprietary technology. We may also fail to detect unauthorized use of our intellectual property, or be required to expend significant resources to monitor and protect our intellectual property rights,

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devote the resources to file and prosecute all patent applications for such technology, or that we will inadvertently lose protection for failing to comply with all procedural, documentary, payment, and similar obligations during the patent prosecution process. The laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate to prevent other parties from infringing our proprietary technology. To the extent we expand our international activities, our exposure to unauthorized use of our technologies and proprietary information may increase. We may also fail to detect unauthorized use of our intellectual property, or be required to expend significant resources to monitor and protect our intellectual property rights, including engaging in litigation, which may be costly, time-consuming, and divert the attention of management and resources, and may not ultimately be successful. If we fail to meaningfully establish, maintain, protect, and enforce our intellectual property rights, our business, financial condition, and results of operations could be adversely affected.

We use open -source software in connection with our platform, which may pose risks to our intellectual property.

We use open -source software in connection with our platform, including our medical logistics coordination, organ tracking and operational systems, and plan to continue using open-source software in the future. Some licenses governing the use of open-source software contain requirements that we make available source code for modifications or derivative works we create based upon the open-source software. If we combine or link our proprietary source code with open-source software in certain ways, we may be required, under the terms of the applicable open-source licenses, to make our proprietary source code available to third parties. Although we monitor our use of open-source software, we cannot provide assurance that all open-source ~~software~~components isare identified, reviewed ~~prior~~or toproperly ~~use~~integrated inprior ~~our~~to ~~platform~~deployment, that our developers have not incorporated open-source software into our ~~platform~~systems that we are unaware of, or that they will not do so in the future. Additionally, the terms of open-source licenses have not been extensively interpreted by United States or international courts, and so there is a risk that open-source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on us or our proprietary software. If an author or other third party that distributes such open- source software were to allege that we had not complied with the conditions of an open-source license, we could incur significant legal costs defending ourselves against such allegations or remediating any alleged non-compliance with open-source licenses. Any such remediation efforts could require significant additional resources, and we may not be able to successfully complete any such remediation. Further, in addition to risks related to license requirements, use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties, and the open-source software may contain security vulnerabilities. Vulnerabilities in open-source components could also affect the availability or reliability of systems used to coordinate time-sensitive medical logistics operations, which could adversely affect our business, financial condition and results of operations.

Legal and Regulatory Risks Related to Our Business

Our business is subject to a wide variety of extensive and evolving laws and regulations, which may result in increases in our costs, disruptions to our operations, limits on our operating flexibility, ~~reductions in the demand for air travel,~~ and competitive disadvantages.

We are subject to a wide variety of laws and regulations relating to various aspects of our business, employment and labor, health care, tax, privacy and data security, health and safety, and environmental ~~issues~~matters. Laws and regulations at the ~~foreign,~~ federal, state, and local levels frequently change, especially in ~~relation~~rapidly toevolving ~~new~~industries and ~~emerging~~regulatory ~~industries~~frameworks, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future legal or regulatory changes. We monitor these developments and devote a significant amount of management’s time and external resources towards compliance. Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate or limit our ability to expand into certain jurisdictions, which could have a material adverse effect on our business, financial condition, and operating results. Because we support time-sensitive transplant logistics and clinical services, we are also subject to oversight by healthcare regulators and transplant-related regulatory frameworks, which may evolve and impose additional compliance obligations.

~~Further~~Government shutdowns, ~~our~~staffing ~~business~~shortages, ~~has~~or ~~been~~operational ~~adversely~~disruptions ~~impacted~~affecting ~~when government~~ agencies ~~have~~such ~~ceased to operate~~ as ~~expected~~the ~~including~~FAA, ~~due~~CMS, toHRSA, ~~partial shut-downs~~ or ~~similar~~other ~~events.~~regulatory ~~These~~bodies ~~events~~could ~~have~~delay ~~resulted~~approvals, ininspections, ~~among~~or other ~~things,~~regulatory ~~reduced~~actions ~~demand~~necessary for ~~air~~our ~~travel,~~operations. anSuch ~~actual~~disruptions ormay ~~perceived~~also ~~reduction~~result in reduced air traffic control ~~and~~capacity, ~~security~~delays ~~screening~~in ~~resources,~~aircraft ~~and~~certifications ~~related~~or ~~travel delays~~authorizations, asor ~~well~~limitations ason ~~disruption~~our ~~in the~~ ability ~~of the FAA~~ to ~~grant~~introduce ~~required~~new ~~regulatory~~aircraft, ~~approvals~~services, ~~such~~or asroutes ~~those~~in ~~that are involved when~~ a ~~new~~timely ~~aircraft is first placed into service~~manner.

Our results of operations and the manner in which we conduct business may be affected by changes in law and future actions taken by governmental agencies, including:

•changes in law that affect the services that can be offered by us in particular markets and at particular airports~~, or the types of fares offered or fees that can be charged to fliers~~;

•restrictions on competitive practices (for example, court orders, or agency regulations ~~or orders~~, that would curtail our ability to respond to a competitor); and

29•restrictions on airport operations, such as limitations on the use of airports, airspace, or aircraft routes.

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~~•the~~Each ~~adoption~~additional regulation or other form of regulatory oversight increases costs and adds greater complexity to operations. There can be no assurance that the increased costs or greater complexity associated with our compliance with new ~~passenger~~rules, ~~security~~anticipated ~~standards~~rules or ~~regulations~~other ~~that~~forms ~~impact~~of ~~customer~~regulatory ~~service~~oversight ~~standards;~~will not have a material adverse effect on us.

~~•restrictions~~Any significant reduction in air traffic capacity at, or within the airspace serving, key airports in the United States could have a material adverse effect on ~~airport~~our business, results of operations and financial condition. Weaknesses in the National Airspace System and the Air Traffic Control system, such as ~~restrictions~~outdated onprocedures ~~the~~or ~~use~~technologies, ofstaffing ~~airports~~shortages, ~~heliports~~automation failures, or ~~aircraft~~regulatory ~~routes;~~responses to aviation incidents, may result in short-term capacity constraints, delays, airspace restrictions, route closures, or other operational disruptions. Such conditions could negatively affect our ability to provide reliable services, increase operating costs, and adversely affect customer satisfaction.

•Failure to comply with legal and regulatory requirements, such as obtaining and maintaining licenses, certificates, authorizations, and permits critical for the ~~adoption~~operation of ~~more~~our ~~restrictive~~business, ~~locally-imposed~~may ~~noise~~result ~~restrictions~~in civil penalties or private lawsuits, or the suspension or revocation of licenses, certificates, authorizations, or permits, which would prevent us from operating our business. Even when we believe we are in complete compliance, a regulatory agency may determine that we are not, which could result in enforcement actions, increased compliance costs, reputational harm, or other adverse consequences.

Each additional regulation or other form of regulatory oversight increases costs and adds greater complexity to operations and, in some cases, may reduce the demand for air travel. There can be no assurance that the increased costs or greater complexity associated with our compliance with new rules, anticipated rules or other forms of regulatory oversight will not have a material adverse effect on us.

Any significant reduction in air traffic capacity at and in the airspace serving key airports in the United States or Internationally could have a material adverse effect on our business, results of operations and financial condition. Weaknesses in the National Airspace System and the Air Traffic Control (“ATC”) system, such as outdated procedures and technologies and staffing shortages, have resulted in short-term capacity constraints during peak travel periods or adverse weather conditions in certain markets, resulting in delays and disruptions of air traffic. Outdated technologies and staffing shortages may also cause the ATC system to be less resilient in the event of a failure. For example, an automation failure and an evacuation, in 2015 and 2017 respectively, at the Washington Air Route Control Center resulted in cancellations and delays of hundreds of flights traversing the greater Washington, D.C. airspace. Regulatory responses to aviation accidents, including route closures or airspace restrictions, could further amplify these challenges. For example, after a 2025 mid-air collision between a military helicopter and a commercial passenger aircraft near Ronald Reagan Airport in Washington, D.C., authorities immediately shut down helicopter routes in the vicinity and announced plans to reassess other helicopter routes near major commercial airports.

Failure to comply with legal and regulatory requirements, such as obtaining and maintaining licenses, certificates, authorizations, and permits critical for the operation of our business, may result in civil penalties or private lawsuits, or the suspension or revocation of licenses, certificates, authorizations, or permits, which would prevent us from operating our business. Even when we believe we are in complete compliance, a regulatory agency may determine that we are not.

We could be subject to litigation or regulatory investigations, which may be expensive and could divert management attention.

Our business is exposed to various litigation and regulatory risks. InPublicly ~~the~~traded ~~past~~companies, ~~following~~particularly ~~periods~~those ofoperating ~~volatility~~ in ~~the~~regulated ~~overall~~industries, ~~market~~may ~~and~~be ~~the~~subject ~~market~~from ~~prices~~time ofto ~~particular~~time ~~companies’~~to securities litigation, ~~securities~~stockholder ~~class~~demands ~~action~~ or ~~state~~derivative ~~stockholder~~actions, ~~lawsuits~~including ~~have~~demands ~~often~~under ~~been~~Section ~~instituted~~220 ~~against~~of ~~publicly~~the ~~traded~~Delaware ~~companies~~General Corporation Law seeking access to corporate books and records. We have been, and may in the future, be, subject to such ~~litigation~~matters, as well as other regulatory ~~proceedings,~~inquiries ~~including~~or ~~Section 220 Books and Records Demands, which could be used to file a derivative lawsuit against directors and officers~~proceedings. In addition, we have in the past, and may in the future become, involved in legal actions and claims ~~related~~ in the ordinary course of business, ~~related~~including tomatters ~~breaches~~relating ofto ~~contracts~~commercial disputes, ~~wrongful~~employment ~~termination~~practices, ~~injury, creation of a hostile~~ workplace,-related ~~discrimination~~claims, wage and hour matters, employee benefits, ~~sexual~~discrimination or harassment ~~and~~allegations, personal injury, or other ~~employment~~operational issues. Because we operate in regulated aviation and healthcare-related industries, we may also be subject to investigations, audits or enforcement actions by governmental or regulatory authorities. For additional information about litigation matters, see the section in this Annual Report entitled “Business-Litigation”.

The existence of litigation, claims, investigations and proceedings may harm our reputation, limit our ability to conduct our business in the affected areas and adversely affect the trading prices of our stock and/or other securities. The outcome of any claims, investigations and proceedings is inherently uncertain, and in any event defending against these claims could result in substantial costs and divert our management’s attention and resources from other business concerns, which could significantly impact our business. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments, incur legal and other costs, limit our ability to conduct business or require us to change the manner in which we operate. Furthermore, prolonged or complex investigations, even if they do not result in regulatory or other proceedings or adverse findings, may result in significant costs that may not be covered by insurance and inmay ~~diversion~~divert of employee resources from core business activities.

WeFailure ~~may~~to becomply ~~blocked~~with ~~from~~laws orand ~~limited~~regulations inrelating ~~providing~~to orprivacy, ~~offering~~data ~~our~~protection, ~~services~~cybersecurity, inhealthcare ~~certain~~information, ~~jurisdictions~~and consumer protection, or the expansion of current laws and ~~may~~regulations beor ~~required~~the toenactment ~~modify~~of ~~our~~new ~~business~~laws ~~model~~or regulations in ~~those~~these ~~jurisdictions~~areas, ascould aadversely ~~result~~affect our business and our financial condition.

We ~~face~~are ~~regulatory~~subject ~~obstacles,~~to ~~including~~a ~~those~~wide ~~lobbied~~variety ~~for~~of bylaws ~~local~~in ~~government,~~the ~~which~~United ~~could~~States ~~prevent~~related usto ~~from~~privacy, ~~operating~~data ~~our~~protection, ~~urban~~cybersecurity, ~~air~~healthcare ~~mobility~~information, orand ~~Medical~~consumer ~~services.~~protection Wethat ~~have~~are ~~incurred,~~often complex and ~~expect~~subject ~~that~~to wevarying ~~will~~interpretations. ~~continue~~As toa ~~incur~~result, ~~significant~~these ~~costs~~laws inmay ~~defending~~change ~~our~~or ~~right~~develop toover ~~operate~~time inthrough ~~accordance~~judicial ~~with~~decisions ~~our~~or ~~business~~as ~~model~~new inguidance ~~many~~or ~~jurisdictions.~~interpretations Toare ~~the~~provided ~~extent~~by ~~that~~regulatory ~~efforts~~and togoverning ~~block~~bodies, and such changes or ~~limit~~developments may be contrary to our ~~operations~~existing orpractices. ~~the~~This ~~types~~may ofcause ~~services~~us weto ~~offer~~expend inresources ~~general~~on ~~are~~updating, ~~successful~~changing, or weeliminating orsome ~~third-party~~of ~~aircraft~~our privacy and data protection practices.

30Laws and regulations relating to privacy and data protection are continually evolving and subject to potentially differing interpretations. These requirements may not be harmonized, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another, or may conflict with other rules or our practices. As a result, our practices may not have complied or may not comply in the future with all such laws, regulations, requirements, and obligations. The failure to comply with such data protection and privacy regulations can result in fines, penalties, and the enforcement of any non-compliance, which could significantly impact our business operations. Because our operations involve coordination of

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~~operators~~transplant ~~are~~logistics ~~required~~and toclinical ~~comply~~services, ~~with~~we ~~more~~may ~~stringent~~process orsensitive ~~costly regulatory requirements~~operational, clinical or ~~other~~health-related ~~requirements~~information, ~~applicable~~which tomay ~~air~~be ~~transportation~~subject ~~services,~~to ~~our~~heightened ~~revenue~~regulatory ~~and~~scrutiny ~~growth~~or ~~could~~contractual ~~be adversely affected~~obligations.

WeThe ~~currently~~California ~~operate~~Consumer ~~passenger~~Privacy ~~terminals~~Act ~~out~~ of ~~several~~2018, ~~airports~~as ~~and~~amended ~~heliports~~by ~~throughout~~ the ~~Northeast~~California ~~United~~Privacy ~~States.~~Rights ~~These~~Act ~~facilities are strategically located in close proximity to heavily populated areas. If these airports or heliports were to restrict access for certain types~~ of ~~air~~2020 ~~transportation~~(CCPA), ~~our passenger volume~~ and ~~utilization~~similar ~~rates~~state ~~may~~privacy belaws ~~significantly~~impose ~~adversely~~data ~~impacted~~privacy ~~and~~rights ~~certain existing or planned future routes may cease to be profitable for us to operate. New York has a limited number of hangar~~ and ~~helipad~~operational ~~sites,~~requirements ~~which~~on ~~may~~companies ~~limit~~doing ~~our ability to expand operations to other locations within the state or region. While we do not require hangar space to operate our~~ business, ~~the~~with ~~availability~~residents of ~~nearby~~those ~~hangar space is advantageous to allow our third-party aircraft operators to effectively support our business~~states. InCompliance ~~addition,~~with ~~some constituents near certain key heliports and airports, and the elected officials representing them, are concerned about noise generated by helicopters. Some of~~ these ~~communities~~obligations ~~have~~depends proposed new rules and legislation to reduce or eliminate helicopter flights from key Blade service areas, including Manhattan, Cogolin, Gassin, Grimaud, Ramatuelle and St. Tropez. For example, proposed legislation at the city and state levels in ~~New~~part ~~York has sought to limit helicopter flights and challenge operations, including proposed legislation at the state level that would assess additional taxes~~ on ~~helicopter~~how ~~and~~regulators ~~seaplane~~interpret ~~flights~~ and ~~proposed~~apply ~~legislation at the city level that would restrict non-essential helicopter operations at city heliports to helicopters powered fully by electric engines~~them. ~~While~~Many weother dostates ~~not~~have ~~anticipate~~passed, ~~the currently~~ proposed ~~state or city level legislation becoming effective this year~~, or atare ~~all,~~considering ~~there~~privacy ~~can~~laws ~~be no assurance that this or~~ similar ~~legislation~~to, ~~will not be imposed on our operations in the future. Local~~ and ~~national regulatory bodies~~ in ~~France,~~some ~~including the local governments of Cogolin~~respects, ~~Gassin,~~more ~~Grimaud,~~stringent ~~Ramatuelle and St. Tropez~~than, ~~have historically, and will continue to impose daily and weekly limitations on~~ the ~~frequency of helicopter movements from landing zones within their respective geographical areas~~CCPA. ~~Moreover,~~This ~~the~~patchwork ~~Town Board~~ of ~~the~~privacy ~~Town~~laws ofheightens ~~East Hampton, New York attempted to place additional restrictions on~~ the ~~use~~cost of ~~the East Hampton Airport~~compliance, ~~following~~ the ~~expiration~~risks of ~~FAA grant assurances in September of 2021~~noncompliance, ~~including the temporary closure of the airport. On February 15, 2022, the Company filed~~ and ~~others filed a petition in~~ the ~~Supreme~~potential ~~Court~~for ofenforcement ~~the~~actions ~~State~~by ofstate ~~New~~attorneys ~~York~~general, ~~County of Suffolk~~regulators, ~~alleging that the plan to close the East Hampton Airport violates New York’s Environmental Quality Review Act~~ and ~~Article~~private ~~78 of New York’s Civil Practice Law and Rules~~plaintiffs. The court granted a temporary restraining order, which the respondents unsuccessfully tried to modify or partially stay. The court later consolidated this case with two other similar cases and on October 19, 2022 the court granted our and other petitioners’ petitions in their entirety, which led to the respondents filing of Notice of Appeal. This litigation is still pending. If these or any similar efforts are successful, our business would be severely impacted and our growth opportunities in such areas may be reduced.

~~Failure~~We have in the past been, and could in the future be, subject to data breaches or other security incidents. A significant data breach or any failure, or perceived failure, by us to comply with ~~federal~~applicable privacy or data security laws or contractual obligations could adversely affect our reputation, ~~state~~brand, and ~~foreign~~business ~~laws~~ and ~~regulations~~may ~~relating~~result toin ~~privacy~~claims, ~~data~~investigations, ~~protection~~proceedings, ~~and~~or ~~consumer~~actions ~~protection~~against us by governmental entities, litigation, including class actions, fines, penalties, or ~~the~~other ~~expansion~~liabilities, ofor ~~current~~require ~~laws~~us ~~and~~to ~~regulations~~change our operations or cease using certain data sets. Depending on the ~~enactment~~nature of ~~new~~the ~~laws~~information compromised, we may also have obligations to notify customers, users, business partners, law enforcement, governmental authorities, payment companies, consumer reporting agencies, or ~~regulations~~the media about the incident and may be required to expend additional resources in ~~these~~connection ~~areas~~with investigating and remediating such an incident. In the event of a future breach or incident, we could ~~adversely~~be ~~affect~~required ~~our~~to ~~business~~expend ~~and~~significant ~~our~~resources ~~financial~~to ~~condition~~respond to or prevent further breaches or incidents.

WeAdditionally, ~~are~~defending ~~subject~~against toclaims aor ~~wide~~litigation ~~variety~~based ofon ~~laws~~any inactual ~~the~~or ~~United~~perceived ~~States~~privacy ~~and~~or ~~other~~security ~~jurisdictions~~breach ~~related~~or ~~to privacy~~incident, ~~data~~regardless ~~protection~~of merit, ~~and~~could ~~consumer~~be ~~protection~~costly. ~~that~~We ~~are~~cannot ~~often~~be ~~complex~~certain ~~and~~that ~~subject~~our toinsurance ~~varying~~coverage ~~interpretations.~~will Asbe aadequate ~~result,~~for ~~these~~such ~~privacy~~liabilities, ~~data~~that ~~protection,~~insurance ~~and~~will ~~consumer~~continue ~~protection~~to ~~laws~~be ~~may~~available ~~change~~to orus ~~develop~~on ~~over~~commercially ~~time~~reasonable ~~through~~terms, ~~judicial~~or ~~decisions~~at all, or asthat ~~new~~any ~~guidance~~insurer orwill ~~interpretations~~not ~~are~~deny ~~provided~~coverage byas ~~regulatory~~to ~~and~~any ~~governing~~future ~~bodies~~claim. ~~and~~The ~~such~~successful ~~changes~~assertion orof ~~developments~~one ~~may~~or bemore ~~contrary~~large toclaims ~~our~~against ~~existing~~us ~~practices.~~that ~~This~~exceed ~~may~~available ~~cause~~insurance uscoverage, toor ~~expend~~changes ~~resources~~in onour ~~updating,~~insurance ~~changing~~policies, including premium increases or ~~eliminating~~the ~~some~~imposition of large deductibles or coinsurance requirements, could adversely affect our ~~privacy~~reputation, brand, business, financial condition and ~~data~~results ~~protection~~of ~~practices~~operations.

~~Laws~~Failure ~~and~~to ~~regulations~~comply ~~relating~~with toapplicable healthcare, privacy, security and data protection ~~are~~laws ~~continually evolving~~ and ~~subject~~regulations tocould ~~potentially~~result ~~differing interpretations. These requirements may not be harmonized, may be interpreted and applied~~ in a ~~manner~~material ~~that~~breach isof ~~inconsistent~~contract ~~from~~with one ~~jurisdiction to another,~~ or ~~may~~more ~~conflict~~of ~~with other rules or~~ our ~~practices.~~Medical ~~As a result~~Customers, ~~our~~subject ~~practices~~us ~~may not have complied or may not comply in the future with all such laws, regulations, requirements, and obligations. The failure~~ to ~~comply~~enforcement ~~with~~actions ~~such data protection~~ and ~~privacy~~adversely ~~regulations~~affect ~~can~~our ~~result~~business ~~in fines, penalties,~~ and ~~the enforcement of any non-compliance, which could significantly impact~~ our ~~business~~financial ~~operations~~condition.

The ~~California~~cost ~~Privacy Protection Act~~ of ~~2018,~~compliance aswith ~~amended~~applicable ~~by the California Privacy Rights Act of 2020 (CCPA)~~privacy, ~~provides~~ data ~~privacy~~protection ~~rights~~and ~~for~~healthcare ~~consumers~~security inlaws ~~California~~ and ~~operational~~regulations ~~requirements~~is ~~for~~high ~~companies~~and ~~doing~~is ~~business~~likely into ~~California.~~increase ~~Compliance~~as ~~with~~we ~~these~~continue ~~obligations~~to ~~depends~~develop innew ~~part~~service onofferings, ~~how~~including ~~the~~our ~~regulators~~Trinity ~~responsible~~Organ ~~for~~Placement ~~enforcing~~Services ~~the CCPA interpret and apply them~~(“TOPS”). IfAny wefailure ~~fail to comply with the CCPA~~ or ifperceived ~~regulators~~failure ~~assert~~by ~~that~~us ~~we have failed~~ to comply with ~~the~~applicable ~~CCPA,~~data weprivacy ~~may~~and besecurity ~~subject~~laws ~~to certain fines~~ or ~~other penalties and litigation~~regulations, ~~any of which may negatively impact~~ our ~~reputation,~~internal ~~require~~policies usand ~~to expend significant resources~~procedures, ~~and~~or ~~harm~~ our ~~business.~~contractual Weobligations ~~believe~~governing ~~that~~ the ~~personal~~processing ~~information~~of wepersonal ~~collect~~or ~~from~~health-related ~~California~~information ~~residents~~could ~~that~~result ~~use~~in ~~our~~negative ~~app~~publicity, ~~the~~government ~~air~~investigations ~~transportation services we have offered in California in the past,~~ and ~~direct~~enforcement ~~marketing to California residents for those services~~actions, asclaims ~~well~~by asthird ~~our~~parties ~~plans to offer future services in California, have made~~ and indamage ~~the future will make Blade subject~~ to ~~compliance~~our ~~with CCPA. Many other states have either passed~~reputation, ~~proposed~~any ~~or are considering privacy laws similar to, and in some respects more stringent than, the CCPA. The patchwork~~ of ~~privacy~~which ~~laws~~could inadversely ~~the~~affect ~~U.S.~~our ~~heightens the cost of compliance~~operations, ~~the~~financial ~~risks~~performance ~~of noncompliance,~~ and ~~the potential for enforcement actions by individual state attorneys general, regulators, and lawsuits brought by private plaintiffs~~business.

31HIPAA privacy and security regulations extensively regulate the use and disclosure of protected health information (“PHI”) and require covered entities and business associates to implement administrative, physical and technical safeguards to protect such information. We may act as a business associate to healthcare providers or other covered entities and may receive or process PHI in connection with our clinical logistics and related services. If we are unable to properly protect the privacy and security of PHI entrusted to us, we could be found to have breached our contractual obligations with customers and/or be subject to investigation by the U.S. Department of Health and Human Services Office for Civil Rights (“OCR”). We may also be required to notify government authorities, affected individuals, the media, or other third parties in connection with a security incident or breach involving PHI or other personally identifiable information.

If OCR determines that we have failed to comply with applicable HIPAA privacy or security standards, we could face civil or criminal penalties. OCR has increased enforcement activity in recent years and has authority to impose monetary penalties or require resolution agreements and corrective action plans that impose ongoing compliance obligations. Enforcement activity can result in financial liability, reputational harm, and significant diversion of internal resources. In addition to federal enforcement, state attorneys general may bring civil actions under HIPAA or similar state laws seeking injunctions or damages in response to violations that threaten the privacy of state residents.

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~~Moreover,~~Although as we ~~offer~~have developed and ~~advertise~~continue ~~our~~to ~~services~~enhance inpolicies, ~~Europe~~processes and ~~Monaco,~~a itcompliance isprogram ~~important~~infrastructure designed to ~~acknowledge~~support ~~the~~compliance ~~impact~~with ofapplicable ~~privacy~~laws, regulations inand ~~these~~contractual ~~foreign~~requirements, ~~jurisdictions which~~ we ~~are~~cannot ~~subject~~provide ~~to.~~assurance ~~The~~regarding ~~European~~how ~~Union’s~~these ~~General~~laws ~~Data~~and ~~Protection~~regulations ~~Regulation~~will ~~(“GDPR”)~~be interpreted, ~~and~~enforced ~~Monaco’s~~or ~~Act~~applied ~~No.~~to 1our service offerings.~~054~~ onIn addition, the ~~Protection~~Federal ofTrade ~~Personal~~Commission ~~Data~~ (“~~DPA~~FTC”) ~~impose~~has ~~stringent~~pursued ~~requirements~~enforcement actions relating to data privacy and ~~can~~security ~~pose~~practices, ~~significant~~including ~~challenges~~under ~~for~~the ~~companies~~FTC toAct ~~comply~~and ~~with.~~the ~~Complying~~FTC ~~with~~Health ~~such~~Breach ~~privacy~~Notification ~~regulations~~Rule, ~~requires~~which ~~increased~~could ~~expenditure~~subject inus ~~human~~to ~~and~~additional ~~financial~~regulatory ~~resources~~scrutiny, ~~which~~penalties ~~may~~or ~~negatively~~obligations ~~impact~~if ~~the~~we ~~financial~~fail ~~conditions~~to ofcomply ~~our~~with ~~foreign~~applicable ~~operations~~requirements.

We have in the past, and could be in the future, subject to data breaches. A significant data breach or any failure, or perceived failure, by us to comply with any federal, state, or foreign privacy laws, regulations, or other principles or orders to which we may be subject could adversely affect our reputation, brand, and business, and may result in claims, investigations, proceedings, or actions against us by governmental entities, litigation, including class action litigation, from our fliers, fines, penalties, or other liabilities, or require us to change our operations or cease using certain data sets. Depending on the nature of the information compromised, we may also have obligations to notify users, law enforcement, government authorities, payment companies, consumer reporting agencies, or the media about the incident and may be required to expend additional resources in connection with investigating and remediating such an incident, and otherwise complying with applicable privacy and data security laws.

Failure to comply with applicable privacy and security laws and regulations could result in a material breach of contract with one or more of our Medical Customers, subject us to enforcement actions and adversely affect our business and our financial condition.

The cost of compliance with the laws and regulations is high and is likely to increase in the future as we continue to develop new verticals in the Medical segment, including our Trinity Organ Placement Services product or “TOPS.” Any failure or perceived failure by us to comply with applicable data privacy and security laws or regulations, our internal policies and procedures or our contracts governing our processing of personal information could result in negative publicity, government investigations and enforcement actions, claims by third parties and damage to our reputation, any of which could have an adverse effect on our operations, financial performance and business.

HIPAA privacy and security regulations extensively regulate the use and disclosure of protected health information (“PHI”) and require business associates to implement administrative, physical and technical safeguards to protect the security of such information. If we are unable to properly protect the privacy and security of PHI entrusted to us, we could be found to have breached our contracts with our customers and/or be subject to investigation by the HHS Office for Civil Rights (“OCR”). We may also be required to notify government authorities, individuals, the media, and other third parties in connection with a security incident or breach involving PHI or other personally identifiable information. In the event OCR finds that we have failed to comply with applicable HIPAA privacy and security standards, we could face civil and criminal penalties. OCR has become an increasingly active regulator and has signaled its intention to continue this trend. OCR has the discretion to impose penalties without being required to attempt to resolve violations through informal means. Further, OCR may require companies to enter into resolution agreements and corrective action plans that impose ongoing compliance requirements. OCR enforcement activity can result in financial liability and reputational harm, and responses to such enforcement activity can consume significant internal resources. In addition to enforcement by OCR, state attorneys general are authorized to bring civil actions under either HIPAA or similar state laws, seeking either injunctions or damages in response to violations that threaten the privacy of state residents. Although we have developed and are implementing policies, processes and a compliance program infrastructure to assist us in complying with these laws and regulations and our contractual obligations, we cannot provide assurance regarding how these laws and regulations will be interpreted, enforced or applied to our Medical segment. Further, the FTC has prosecuted certain uses and disclosures of personal information and data breach cases as unfair and/or deceptive acts or practices under the Federal Trade Commission Act or under the FTC Health Breach Notification Rule.

Environmental regulation and liabilities, including new or developing laws and regulations, may increase our costs of operations and adversely affect us.

InEnvironmental ~~recent~~laws ~~years,~~and ~~there~~regulations ~~has~~applicable ~~been~~to ~~heightened~~aviation ~~interest from regulators~~operations, ~~investors~~fuel ~~and other stakeholders on sustainability matters~~usage, ~~including carbon~~ emissions, ~~and energy use~~noise, and ~~related~~sustainability ~~disclosures.~~reporting ~~New~~continue ~~and~~to ~~emerging~~evolve ~~regulatory~~at ~~initiatives, particularly in~~ the ~~E.U.~~federal, ~~related~~state, tolocal ~~climate change~~ and ~~sustainability~~international ~~matters,~~levels. ~~could~~Increased ~~adversely~~regulatory ~~affect~~focus ~~parts~~from ofgovernmental ~~our~~authorities, ~~business.~~investors ~~Laws~~ and ~~regulations~~other ~~that~~stakeholders ~~curb~~on ~~the~~climate ~~use~~change, ofcarbon ~~conventional~~emissions, energy ~~or require the~~ use ofand ~~renewable~~related ~~fuels~~disclosures ormay ~~renewable sources of energy, such as wind or solar power, could~~ result in anew ~~reduction~~requirements ~~in demand for hydrocarbon-based fuels such as oil and natural gas. In addition, governments could pass laws, regulations~~ or ~~taxes~~increased ~~that~~costs ~~increase~~affecting ~~the cost of such fuels, thereby decreasing demand for~~ our ~~services~~business and ~~increasing~~ the ~~costs~~operations of our ~~operations by us or our~~ third-party aircraft operators. Furthermore, expanding expectations for mandatory or voluntary reporting, diligence, and disclosure on topics such as environmental impact, could expand the nature, scope, and complexity of matters that we are required to control, assess and

32Regulatory initiatives aimed at reducing greenhouse gas emissions from aviation, including fuel standards, carbon pricing mechanisms, sustainable aviation fuel initiatives or other environmental mandates, could increase the operating costs of aircraft operators, which may be passed through to us and our customers. Such developments could also affect aircraft availability, route planning, airport access or operational flexibility, potentially increasing the cost of providing time-sensitive medical logistics services.

~~Table~~In addition, expanding expectations for mandatory or voluntary environmental reporting and sustainability disclosures may increase the scope, complexity and cost of ~~Contents~~compliance for us. These evolving rules, regulations and stakeholder expectations may require additional investment in systems, data collection and reporting processes, and may result in increased management time and attention devoted to environmental compliance and disclosure matters. Any of the foregoing could adversely affect our operating results, financial condition or competitive position.

report on. These changing rules, regulations and stakeholder expectations may result in increased expenses and increased management time and attention spent complying with or meeting such regulations and expectations.

Risks Related to Ownership of Our Securities and Being a Public Company

We have in the past and may in the future identify material weaknesses in our internal control over financial reporting.

In order to maintain effective internal control over financial reporting, we must perform system and process evaluations, document our controls and perform testing of our key controls over financial reporting to allow ~~for~~ management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting. In the past, we have identified material weaknesses in our internal control over financial reporting ~~which~~that we believe have ~~remedied~~been remediated. IfHowever, if we, or our independent registered public accounting firm, identify deficiencies in our internal control over financial reporting in the future that are deemed to be material weaknesses, our investors could lose confidence in our reported financial information, we may be required to restate ~~those~~previously issued financial statements, the market price of our stock may decline and we could be subject to lawsuits, sanctions or investigations by regulatory authorities, which ~~would~~could require ~~additional~~significant financial and management resources and otherwise could have a material adverse effect on our business, financial condition or results of operations.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we are subject to the reporting requirements of the Exchange Act, SOX, and the rules and ~~regulations of the applicable~~ listing standards of ~~the~~ Nasdaq. ~~The~~Compliance ~~requirements~~with of these ~~rules~~requirements ~~and~~has ~~regulations have~~ increased, and may continue to increase, our legal, accounting, and financial compliance costs, ~~have~~has made ~~some~~certain activities more difficult, time-consuming, and costly, and ~~have~~has placed significant ~~strain~~demands on our personnel, systems, and resources.

SOX requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In particular, Section 404 of SOX (“Section 404”) requires us to perform system and process ~~evaluation~~evaluations and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm potentially to attest to, the effectiveness of our internal control over financial reporting. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business, results of operations and financial condition and could cause a decline in the trading price of our common stock.

If we fail to maintain effective internal control over financial reporting and disclosure controls and procedures, we may be unable to provide financial information and required SEC reports that a U.S. publicly traded company is required to provide in a timely and reliable fashion. Any such delays or deficiencies could penalize us, including by limiting our ability to obtain financing, either in the public capital markets or from private sources and hurt our reputation and could thereby impede our ability to implement our growth strategy. In addition, any such delays or deficiencies could result in our failure to meet the requirements for listing of our common stock on the Nasdaq.30

Our Warrants are accounted for as derivative liabilities and are recorded at fair value with changes in fair value for each period reported in earnings, which may have an adverse effect on the market price of our common stock.

We are accounting for both the Public Warrants and the Private Placement Warrants as a warrant liability. At each reporting period, the accounting treatment of the Warrants will be re-evaluated for proper accounting treatment as a liability or equity, and the fair value of the liability of the public and private warrants will be remeasured. The change in the fair value of the liability will be recorded as other income (expense) in our consolidated statement of operations. The value of the liability related to the Warrants is determined by the warrants’ market price, which is driven mainly by the share price of our common stock. Changes in the warrants’ market price may have a material impact on the estimated fair value of the embedded derivative liability. As a result, our consolidated financial statements and results of operations will fluctuate quarterly, based on the share price of our common stock. If our stock price is volatile, we expect that we will recognize non-cash gains or losses on our Warrants or any other similar derivative instruments each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our common stock. See Note 2, 13 and 14 to the consolidated financial statements for additional information.

The price of our securities may change significantly, and you could lose all or part of your investment as a result.

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~~The~~If ~~trading~~we ~~price~~fail ofto ~~our~~maintain ~~common~~effective ~~stock~~internal ~~and~~control ~~Warrants~~over ~~has~~financial ~~been~~reporting and indisclosure ~~the~~controls ~~future~~and ~~may~~procedures, ~~again~~we may be ~~volatile.~~unable ~~Since~~to ~~2020,~~provide ~~the~~financial ~~stock~~information ~~market~~and ~~has~~required ~~experienced~~SEC ~~extreme~~reports ~~volatility.~~that ~~This~~a ~~volatility~~U.S. ispublicly ~~often~~traded ~~unrelated~~company oris ~~disproportionate~~required to ~~the~~provide ~~operating~~in ~~performance~~a oftimely ~~particular~~and ~~companies~~reliable fashion. AnSuch ~~investor~~delays ~~might~~or ~~not~~deficiencies becould ~~able~~result toin ~~resell~~regulatory ~~shares~~penalties, orharm ~~Warrants~~our atreputation, anlimit ~~attractive~~our ~~price~~ability ~~due~~ to aaccess ~~number~~financing ~~of factors such as those listed~~ in ~~“Risks~~the ~~Related~~public toor ~~Our~~private ~~Business~~capital ~~and~~markets, ~~Growth Strategy”. Broad market~~ and ~~industry~~impede ~~fluctuations may adversely affect the market price of~~ our ~~common~~ability ~~stock,~~to ~~regardless~~implement of our ~~actual~~growth ~~operating performance~~strategy. In addition, ~~price~~such ~~volatility~~delays ~~may~~or bedeficiencies ~~greater~~could ifresult ~~the~~in ~~public~~our ~~float~~failure ~~and~~to ~~trading~~satisfy ~~volume~~the ofcontinued ~~our~~listing ~~common~~requirements ~~stock~~of ~~is low~~Nasdaq.

We account for both the Public Warrants and the Private Placement Warrants as a warrant liability. At each reporting period, the accounting treatment of the Warrants is re-evaluated for proper accounting treatment as a liability or equity, and the fair value of the warrant liability is remeasured. Changes in the fair value of the warrant liability are recorded as other income (expense) in our consolidated statement of operations. The value of the warrant liability is primarily determined by the warrants’ market price, which is driven mainly by the share price of our common stock. Changes in the warrants’ market price may have a material impact on the estimated fair value of the embedded derivative liability. As a result, our consolidated financial statements and results of operations will fluctuate quarterly, based on the share price of our common stock. If our stock price is volatile, we expect that we will recognize non-cash gains or losses on our Warrants or any other similar derivative instruments each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our common stock. See Note 2, 15 and 16 to the consolidated financial statements for additional information.

The market price of our securities may change significantly, and you could lose all or part of your investment as a result.

The trading price of our common stock and Warrants has been, and may continue to be, volatile. The market price of our securities may fluctuate significantly in response to a variety of factors, many of which are beyond our control, including changes in overall market conditions, investor perception of our business and growth strategy, developments in the organ transportation and medical logistics industries, regulatory or legislative developments, and general economic or geopolitical conditions. Market volatility may occur regardless of our actual operating performance.

In addition, the market price of our securities may be influenced by factors specific to us, including changes in our business strategy, quarterly variations in our financial results, the accounting treatment of our Warrants, analyst coverage, and the level of public float and trading volume in our securities. Low trading volume or a limited public float may increase price volatility and make it more difficult for investors to sell shares or Warrants at desired prices.

As a result of these and other factors, investors may experience significant fluctuations in the value of their investment and could lose all or part of their investment.

There is no guarantee that the Warrants will ever be in the money, and they may expire worthless.

The exercise price for our Warrants is $11.50 per share. There can be no assurance that the ~~Warrants~~market price of our common stock will beexceed inthe exercise price of the ~~money~~Warrants prior to their expiration, and, as ~~such~~a result, ~~they~~the Warrants may expire worthless. The terms of our Warrants may be amended in a manner that may be adverse to the holders. The Warrant Agreement between ~~American~~Equiniti ~~Stock Transfer and~~ Trust Company, LLC, as warrant agent, and us provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the Warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding Warrants approve of such amendment. Our ability to amend the terms of the Warrants with the consent of at least 50% of the then outstanding Warrants is unlimited. Examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, shorten the exercise period or decrease the number of shares of our common stock purchasable upon exercise of a Warrant.

We may redeem unexpired Warrants held by former EIC stockholders prior to their exercise at a time that is disadvantageous to those stockholders, thereby making such Warrants worthless.

We have the ability to redeem outstanding Warrants at any time prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sales price of our common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the Warrant holders. If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Warrants could force you to: (1) exercise your Warrants and pay the related exercise price at a time when it may be disadvantageous for you to do so; (2) sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your Warrants. None of the Private Placement Warrants will be redeemable by us for cash so long as they are held by the Sponsor (Experience Sponsor LLC) or its permitted transferees.31

InTable ~~addition, we may redeem Warrants (including Private Placement Warrants) for a number~~ of shares of our common stock determined based on the redemption date and the fair market value of our common stock. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the Warrants are “out-of-the-money”, in which case you would lose any potential embedded value from a subsequent increase in the value of our common stock had your Warrants remained outstanding.Contents

We have the ability to redeem outstanding Warrants at any time prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sales price of our common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the Warrant holders. If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Warrants could force holders to: (1) exercise their Warrants and pay the related exercise price at a time when it may be disadvantageous for them to do so; (2) sell their Warrants at the then-current market price when they might otherwise wish to hold them; or (3) accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants. None of the Private Placement Warrants will be redeemable by us for cash so long as they are held by the Sponsor (Experience Sponsor LLC) or its permitted transferees.

In addition, we may redeem Warrants (including Private Placement Warrants) for a number of shares of our common stock determined based on the redemption date and the fair market value of our common stock. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the Warrants are “out-of-the-money”, in which case holders would lose any potential embedded value from a subsequent increase in the value of our common stock had the Warrants remained outstanding.

We do not expect to declare any dividends in the foreseeable future.

We intend to retain future earnings, if any, for future operations and expansion and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount, and payment of any future dividends on shares of our common stock will be at the sole discretion of our Board ~~of Directors (or “Board”)~~. Our Board ~~of Directors~~ may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our Board may deem relevant. As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it.

We may issue additional shares of common stock or other equity securities without your approval, which would dilute your ownership interest in us and may depress the market price of our common stock.

We may issue additional shares of common stock or other equity securities in the future without stockholder approval in certain circumstances, including in connection with acquisitions, ~~among~~strategic ~~other things~~investments, ~~future~~financing ~~acquisitions~~transactions, the repayment or exchange of outstanding indebtedness, or ~~grants~~equity compensation awards to our directors, officers, ~~and~~ employees, ~~without~~or ~~stockholder~~other ~~approval~~service ~~in a number of circumstances~~providers. In addition, the exercise of ~~the~~outstanding Warrants would beresult ~~dilutive~~in dilution to existing stockholders. ~~Our~~The issuance of additional common stock or other equity securities, or the perception that such issuances may occur, could have one or more of the following effects:

34•our existing stockholders’ proportionate ownership interest in us may decrease;

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•our existing stockholders’ proportionate ownership interest in us will decrease;

•the amount of cash available per share, including for payment of dividends in the future, may decrease;

•the relative voting strength of each previously outstanding share of common stock may be diminished; and

•the market price of our common stock may decline.

We are a “smaller reporting company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates is greater than or equal to $250 million as of the end of that fiscal year’s second fiscal quarter, OR (ii) our annual revenues are greater than or equal to $100 million during the last completed fiscal year and the market value of our common stock held by non- affiliates exceeds $700 million as of the end of that fiscal year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Provisions in our charter and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.

Our Certificate of Incorporation ~~contains~~and Bylaws contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include, among other things, the ability of our Board to designate the terms of and issue new series of preferred shares without stockholder approval, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. These anti-takeover defenses and applicable provisions of Delaware law could discourage, delay, or prevent a transaction involving a change in control of the Company, including transactions that some or all of our stockholders may believe would be beneficial. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take corporate actions other than those you desire. As a result, these provisions could limit the price that investors might be willing to pay for our common stock.

Our Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings and the federal district courts as the sole and exclusive forum for other types of actions and proceedings, in each case, that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain what such stockholders believe to be a favorable judicial forum for disputes with the Company or our directors, officers, or other employees.32

Our Certificate of Incorporation provides that, unless we consent to the selection of an alternative forum, any (i) derivative action or proceeding brought on behalf of the Company; (ii) action asserting a claim of breach of a fiduciary duty owed by, or any other wrongdoing by, any current or former director, officer, or other employee or stockholder of the Company; (iii) action asserting a claim against the Company arising pursuant to any provision of the DGCL or our certificate of incorporation or our bylaws; or (iv) action to interpret, apply, enforce, or determine the validity of any provisions in the certificate of incorporation of bylaws; or (v) action asserting a claim against the company or any director or officer of the Company governed by the internal affairs doctrine, shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware. Subject to the foregoing, the federal district courts of the United States are the exclusive forum for the resolution of any action, suit, or proceeding asserting a cause of action under the Securities Act. The exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act. Any person or entity purchasing or otherwise acquiring an interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provisions in our certificate of incorporation. These choice-of- forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that he, she, or it believes to be favorable for disputes with the Company or our directors, officers, or other employees or stockholders, which may discourage such lawsuits. We note that there is uncertainty as to whether a court would enforce these provisions and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with

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~~resolving~~Our ~~such~~Certificate ~~matters~~of inIncorporation ~~other~~designates ~~jurisdictions,~~the ~~which~~Court ~~could~~of ~~materially~~Chancery ~~adversely~~of ~~affect~~the ~~our~~State ~~business,~~of ~~financial~~Delaware ~~condition,~~as the sole and ~~results~~exclusive forum for certain types of ~~operations~~actions and ~~result~~proceedings inand athe ~~diversion~~federal ofdistrict courts as the ~~time~~sole and ~~resources~~exclusive forum for other types of actions and proceedings, in each case, that may be initiated by our ~~management~~stockholders, ~~and~~which ~~Board~~could oflimit ~~Directors~~our stockholders’ ability to obtain what such stockholders believe to be a favorable judicial forum for disputes with the Company or our directors, officers, or other employees.

Our Certificate of Incorporation provides that, unless we consent to the selection of an alternative forum, any (i) derivative action or proceeding brought on behalf of the Company; (ii) action asserting a claim of breach of a fiduciary duty owed by, or any other wrongdoing by, any current or former director, officer, or other employee or stockholder of the Company; (iii) action asserting a claim against the Company arising pursuant to any provision of the DGCL, our Certificate of Incorporation or our Bylaws; (iv) action to interpret, apply, enforce, or determine the validity of any provisions of our Certificate of Incorporation or Bylaws; or (v) action asserting a claim against the Company or any director or officer of the Company governed by the internal affairs doctrine, shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware. Subject to the foregoing, our Certificate of Incorporation further provides that the federal district courts of the United States are the exclusive forum for the resolution of any action, suit, or proceeding asserting a cause of action under the Securities Act. The exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act. Any person or entity purchasing or otherwise acquiring an interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provisions in our Certificate of Incorporation. These choice-of-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that he, she, or it believes to be favorable for disputes with the Company or our directors, officers, or other employees or stockholders, which may discourage such lawsuits. We note that there is uncertainty as to whether a court would enforce these provisions and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Alternatively, if a court were to find these provisions of our Certificate of Incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect our business, financial condition, and results of operations and result in a diversion of the time and resources of our management and our Board.

Future sales, or the perception of future sales, by us or our stockholders in the public market could cause the market price for the common stock to decline.

The sale of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Pursuant to an Investor Rights Agreement, certain stockholders have the right, subject to certain conditions, to require us to register the sale of their shares of common stock under the Securities Act. By exercising their registration rights and selling a large number of shares, these stockholders could cause the prevailing market price of our common stock to decline.

If these stockholders exercise their registration rights, the trading price of shares of our common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of shares of common stock or other securities.

In addition, the shares of common stock reserved for future issuance under our 2021 Omnibus Incentive Plan will become eligible for sale in the public market once those shares are issued, subject to any applicable vesting requirements, lockup agreements and other restrictions imposed by law. As of December 31, ~~2024~~2025, approximately 810,~~400~~263,~~498~~172 shares of our common stock were reserved for future issuance under our 2021 Omnibus Incentive Plan (assuming the achievement of the target performance level for all outstanding equity awards subject to performance-based vesting conditions).

Item 1B. Unresolved Staff Comments

Not applicable.

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Item 1C. Cybersecurity

~~Governance,~~ Risk Management and Strategy

~~Blade’~~Strata's cybersecurity risk management processes are integrated into our broader enterprise risk management framework,. ~~Blade’s~~We ~~cybersecurity~~have isestablished ~~overseen~~comprehensive byprocesses ~~our~~for ~~senior~~assessing, ~~management team~~identifying, ~~comprising~~and ~~leaders~~managing material risks from ~~Information~~cybersecurity ~~Technology~~threats, ~~Product~~which ~~Development,~~include ~~Finance,~~regular ~~Human~~threat ~~Resources~~assessments, ~~and~~vulnerability ~~Legal~~scanning, ~~departments.~~penetration ~~Our Chief Financial Officer~~testing, ~~Vice President of Engineering~~ and ~~the~~continuous ~~Audit~~monitoring ~~Committee~~ of our ~~Board~~information ofsystems ~~Directors~~and ~~conduct quarterly reviews of the organization's cybersecurity posture, with additional meetings when specific situations arise~~infrastructure. ~~The Company has processes in place to update the Board in the event of a material cybersecurity incident.~~

~~The~~We ~~Board~~engage ofleading ~~Directors has delegated primary responsibility for~~ cybersecurity ~~risk~~consulting ~~assessment~~firms and ~~management~~independent tothird-party ~~the~~assessors ~~executive~~to ~~management~~evaluate ~~team.~~our ~~Within~~security ~~this framework~~posture, ~~the~~conduct ~~Director~~specialized ofsecurity ~~Cybersecurity~~assessments, and ~~Vice~~perform ~~President~~regular audits of ~~Engineering~~our ~~jointly oversee the company's~~ cybersecurity ~~operations~~controls and ~~lead the cybersecurity leadership team~~practices. ~~The~~These ~~Director~~engagements ofprovide ~~Cybersecurity,~~external ~~who~~validation ~~possesses more than 25 years~~ of ~~experience~~our insecurity ~~information~~measures ~~technology~~ and ~~cybersecurity,~~help ~~directs~~identify ~~the~~areas ~~implementation~~for ~~of IT strategy and services across the Company's operations~~improvement. ~~The Vice President of Engineering, also with more than 25 years of relevant experience, maintains supervisory authority over the Director of Cybersecurity's functions.~~

~~Discussions~~We inmaintain ~~these~~formal ~~meetings~~processes ~~cover~~to ~~issues~~oversee ~~important~~and identify cybersecurity risks associated with our use of third-party service providers. This includes conducting security assessments of third-party vendors prior to ~~Blade’s~~engagement, ~~cybersecurity~~requiring contractual security obligations, ~~which~~performing ~~may~~ongoing ~~include:~~security reviews, and implementing continuous monitoring to identify and mitigate potential cybersecurity risks in our vendor relationships. We require key third-party service providers to maintain appropriate security certifications and comply with our security standards.

~~•Cybersecurity~~The ~~Threat~~Company ~~Landscape:~~maintains ~~Emerging~~multiple layers of safeguards to protect its information systems and data, including technical controls, employee cybersecurity awareness training, incident response procedures and regular exercises, cybersecurity insurance coverage, disaster recovery capabilities, and business continuity plans. We utilize third-party cybersecurity monitoring and threat detection services to identify and respond to potential threats in real-time, helping to minimize potential disruption to our business and ~~trends;~~operations.

~~•Incident~~To ~~Reports:~~date, ~~Recent~~the Company has not experienced any cybersecurity incidents that have materially affected the Company's business strategy, results of operations, or financial condition. While we face cybersecurity threats common to companies in the healthcare services industry, including risks related to ransomware, phishing attempts, and ~~responses;~~potential unauthorized access to systems containing protected health information, we believe that our cybersecurity risk management processes and controls are adequate to address these threats. Based on our current assessment, we do not believe that risks from cybersecurity threats are reasonably likely to materially affect the Company's business strategy, results of operations, or financial condition. However, cybersecurity threats continue to evolve, and there can be no assurance that future cybersecurity incidents will not have a material adverse effect on our business. For additional discussion of cybersecurity risks, see Item 1A. Risk Factors "—Risks Related to Intellectual Property, Cybersecurity, Information Technology and Data Management Practices" in this Annual Report.

~~•Vulnerability Assessments and Penetration Testing: Identified vulnerabilities, remediation progress, and penetration testing results;~~Governance

~~•Compliance:~~The ~~Adherence~~Board of Directors has delegated primary responsibility for cybersecurity risk oversight to ~~laws~~the Audit Committee, ~~regulations~~which conducts quarterly reviews of the Company's cybersecurity posture. The Audit Committee receives regular reports from management regarding cybersecurity risks, incidents, and ~~standards;~~the effectiveness of our cybersecurity program. The full Board is informed about cybersecurity matters through Audit Committee reports and receives updates on material cybersecurity risks and incidents as they arise.

~~•Security~~At ~~Policies~~the management level, the Vice President of Technology has primary responsibility for overseeing the Company's cybersecurity program. They have over 20 years of experience in senior technology leadership roles and ~~Procedures:~~oversees ~~Review~~IT infrastructure, application development, security compliance, and ~~updates;~~technology initiatives across the organization. Day-to-day management of our cybersecurity program is led by the Director of Cybersecurity, who reports to the VP of Technology and is responsible for implementing security controls, managing incident response, and coordinating with third-party security providers.

~~•Employee~~The ~~Training~~cybersecurity leadership team meets regularly to review threat intelligence, assess vulnerabilities, evaluate security incidents, and ~~Awareness:~~monitor ~~Training~~compliance ~~programs~~with security policies and ~~awareness~~procedures. These meetings include review of security metrics, incident reports, remediation status, and emerging threats relevant to the healthcare industry. The VP of Technology and Co-CEO provide regular updates to the Audit Committee on cybersecurity matters, including significant security incidents, changes to the threat landscape, and the status of key security initiatives;. This reporting structure ensures that cybersecurity risks and incidents are escalated appropriately and that the Board maintains effective oversight of the Company's cybersecurity program.

~~•Risk Management: Strategies to mitigate risks;~~34

•Technology and Security Infrastructure: IT security and new technologies;

•Cybersecurity Insurance: Coverage and policy adequacy;

•Disaster Recovery and Business Continuity: Readiness and plan effectiveness’; and

•Performance Metrics: Effectiveness of security posture.

We engage leading cybersecurity firms to enhance our security posture. Additionally, we regularly undergo independent third-party security assessments and audits to evaluate and strengthen our cybersecurity controls and practices. We

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maintain formal processes to oversee our third-party service providers, including regular security reviews and continuous monitoring to identify and mitigate potential cybersecurity risks associated with these relationships.

The company maintains safeguards including employee training, incident response reviews and exercises, cybersecurity insurance, and business continuity plans to protect its assets. Processes are regularly reviewed by internal and external experts. A third-party cybersecurity monitoring and protection service is used to detect and respond to threats, helping minimize disruption to business and operations.

To date, the Company has not experienced any material cybersecurity incidents and expenses incurred from cybersecurity incidents were immaterial (including penalties and settlements, of which there were none). For a discussion of whether and how any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition, see Item 1A. Risk Factors “—Risks Related to Intellectual Property, Cybersecurity, Information Technology and Data Management Practices” in this Annual Report, which are incorporated by reference into this Item 1C.

Item 2. Properties

Offices and ~~Branded~~Operating ~~Terminals~~Locations

Our corporate headquarters is located in New York, New York. WeThis ~~use this~~ facility ~~for~~supports ~~finance~~our ~~and~~executive ~~accounting,~~leadership ~~legal, talent management, technology, marketing, sales~~ and ~~other~~centralized ~~administrative~~corporate functions~~. We also maintain~~, ~~primarily~~including for ~~the Passenger segment~~technology, ~~branded~~finance ~~terminals for the use of Blade fliers~~ and ~~customer experience personnel pursuant to leases~~accounting, ~~licenses or permits with operators of various heliports and airports in New York~~legal, ~~New York, Newark, New Jersey, Cannes, France, Nice, France~~ and ~~Monte~~other ~~Carlo,~~administrative ~~Monaco~~functions. Our wholly-owned subsidiary Trinity, which is part of the Medical reporting segment, operates from Chandler, Arizona, Blade Europe, which is part of the Passenger reporting segment, operates from offices in Cannes, France and Monte Carlo, Monaco.

Our operations center is in Chandler, Arizona, which is staffed 24/7/365 to support coordination of trips in our Logistics segment, clinical services, and other operational and administrative functions. Managers and executives in our Logistics business work from our operations center in Arizona except for those in Organ Placement, who operate remotely.

Our Clinical segment operates with a distributed workforce. Staff and equipment are typically based at or near the hospitals and Organ Procurement Organizations they primarily support, with certain transplant clinical staff and equipment positioned at air logistics hubs to enable more efficient deployment. Managers and executives in our Clinical business work remotely, enabling them to frequently engage with and support our geographically dispersed workforce.

Aircraft Assets

As of December 31, ~~2024~~2025, we owned nine Hawker 800 series midsize jets, ~~all~~that ofsupport ~~which are dedicated to Blade~~Strata’s ~~Medical~~Logistics segment. Additionally, in 2024, we purchased a tenth aircraft and assumed full operational control, though legal title remains with the seller, M&N, who also operates the aircraft. The purchase price has been fully paid and is held as a deposit until title transfer to ~~Blade, which is expected in 2025~~Strata. This aircraft has been in service for ~~Blade~~Strata since late September 2024.

Our fleet has an average age of 2627 years and an average seating capacity of 8 seats per aircraft. Our fleet is painted in white with varying stripe colors, and all aircraft will display the “~~Blade~~Strata” logo in black or blue by the end of 2026. These aircraft are operated and maintained by third-party service providers under ~~Blade’~~Strata's oversight and are strategically based across key airports in Bedford, Massachusetts; Teterboro, New Jersey; Scottsdale, Arizona; Madison, Wisconsin; and Denver, Colorado to support our operations efficiently. All aircraft undergo routine maintenance, inspection and certification processes, which may, at times, require temporary relocation to third-party maintenance facilities. All aircraft are maintained in accordance with FAA regulations and industry standards to ensure operational safety and reliability.

In addition to the ten aircraft discussed above, ~~Blade~~Strata has contractual relationships with various aircraft operators to provide aircraft service under CPAs, some of which contain embedded aircraft leases. Under these 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. ~~See Note 6 to the consolidated financial statements included in this Annual Report for additional information.~~

Item 3. Legal Proceedings

In the opinion of management, other than as described below, we are not involved in any claims, legal actions, or regulatory proceedings as of December 31, ~~2024~~2025, the ultimate disposition of which would have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

In February 2024, two putative class action lawsuits relating to the acquisition of Blade Urban Air Mobility, Inc. (“Old Blade”) were filed in the Delaware Court of Chancery. On April 16, 2024, these cases were consolidated under the caption Drulias et al. v. Affeldt, et al., C.A. No. 2024-0161-SG (Del. Ch.) (“Drulias”). Plaintiffs assert claims for breach of fiduciary duty and unjust enrichment claims against the former directors of Experience Investment Corp. (“EIC” and such directors, the “EIC Directors”), the former officers of EIC, and Experience Sponsor LLC (“Sponsor”), and aiding and abetting breach of fiduciary duty claim against Sponsor. The operative complaint alleges, amongst other things, that the proxy statement related to the acquisition of Old Blade insufficiently disclosed EIC’s cash position, Old Blade’s value prospects and risks, and information related to Old Blade’s chief executive officer, who was also the Company’s former chief executive officer. The consolidated complaints seek, among other things, damages and attorneys’ fees and costs. Litigation is ongoing. On December 16, 2025, the parties entered into a Stipulation of Settlement to fully resolve the matter, subject to certain customary conditions including Court approval. The Company made the settlement payment in December 2025.

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proxy statement related to the acquisition of Old Blade insufficiently disclosed EIC’s cash position, Old Blade’s value prospects and risks, and information related to Old Blade’s chief executive officer, who is also our current chief executive officer. The consolidated complaints seeks, among other things, damages and attorneys’ fees and costs. Litigation is ongoing. The Company believes that all claims in the lawsuit are without merit and intends to defend itself vigorously against them.

Item 4. Mine Safety Disclosures

Not applicable.

Part II

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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities

Market Information

Our common stock is traded on The Nasdaq Capital Markets under the symbol “~~BLDE~~SRTA”.

Holders

On ~~March~~February 324, ~~2025~~2026, the Company had 2827 holders of record of our common stock. In addition to holders of record of our common stock we believe there is a substantially greater number of “street name” holders or beneficial holders whose common stock is held of record by banks, brokers and other financial institutions.

Dividends Policy

The Company has never declared or paid cash dividends on its common stock and has no intention to do so in the foreseeable future.

Purchases of Equity Securities by Issuer

During the three months ended December 31, ~~2024~~2025, we did not purchase any of our securities that are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.

Recent Sales of Unregistered Securities

None.

Securities Authorized for Issuance Under Equity Compensation Plans

See Part III, Item 12 of this Annual Report and Note 710 to the consolidated financial statements included in this Annual Report for additional information.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with other sections of this Annual Report on Form 10-K, including our consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K.

In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. For important information regarding these forward-looking statements, please see the discussion above under the caption “Note Regarding Forward-Looking Statements.”

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Overview

Strata Critical Medical, Inc. (f/k/a Blade Air Mobility, Inc.) (“~~Blade~~Strata” or the “Company”) ~~provides~~is ~~air~~a ~~transportation~~time-critical logistics and ~~logistics~~medical ~~for~~services ~~hospitals~~provider ~~across~~to the United States, ~~where~~healthcare itindustry. isThe Company operates one of the nation’s largest ~~transporters~~air oftransport ~~human~~and ~~organs~~surgical services networks for transplant, hospitals and ~~for~~organ ~~passengers~~procurement organizations, ~~with~~offering ~~helicopter~~an ~~and~~integrated ~~fixed~~“one ~~wing~~call” ~~services~~solution ~~primarily~~for indonor ~~the~~organ ~~Northeast~~recovery. ~~United~~Strata’s ~~States~~core ~~and~~services ~~Southern~~include ~~Europe.~~air ~~Based~~and inground ~~New York City~~logistics, ~~Blade’s~~surgical ~~asset-light~~organ ~~model~~recovery, ~~coupled~~organ ~~with~~placement ~~its~~and ~~exclusive~~normothermic ~~passenger~~regional ~~terminal~~perfusion ~~infrastructure~~for ~~and~~the ~~proprietary~~transplant ~~technologies~~industry, isas ~~designed~~well toas ~~facilitate~~perfusion astaffing ~~seamless~~and ~~transition~~equipment ~~from~~solutions ~~helicopters~~for ~~and~~cardiovascular ~~fixed-wing~~surgery ~~aircraft~~centers, tooffered ~~Electric~~under ~~Vertical~~the ~~Aircraft~~Trinity ~~(“EVA”~~Medical orSolutions (“~~eVTOL~~Trinity”), ~~enabling lower cost air mobility that is both quiet~~ and ~~emission-free.~~Keystone brands.

~~Blade~~Strata’s ~~operates~~mission inis ~~three~~to ~~key~~increase ~~product~~the ~~lines~~number ~~across~~of ~~two~~organs ~~segments~~that ~~(see~~are ~~Note~~successfully 8transplanted towhile leveraging the ~~consolidated~~Company’s ~~financial~~expertise ~~statements~~and ~~included~~resources to provide other medical and logistics services to a broader customer base. Strata’s goals are closely aligned with those of all participants in ~~this~~the ~~Annual~~transplant ~~Report~~ecosystem, ~~for~~including ~~further~~transplant ~~information~~centers, onregulators, ~~reportable~~Organ ~~segments~~Procurement Organizations (“OPOs”): and other service providers. We believe that, by working with Strata, industry participants can save money, save more lives and operate more efficiently.

~~Passenger segment~~36

~~•Short~~Table ~~Distance – Consisting primarily~~ of helicopter and amphibious seaplane flights in the United States and Europe between 10 and 100 miles in distance. Flights are available for purchase both by-the-seat and on a full aircraft charter basis. This product line previously also included flights in Canada, which we discontinued in August 2024.Contents

~~•Jet~~Beginning ~~and~~with ~~Other~~the ~~– Consists~~fourth ~~principally~~quarter of ~~revenues~~2025, ~~from~~following ~~non-medical~~the ~~jet~~integration ~~charter~~of Keystone, ~~revenue~~Strata ~~from~~operates ~~brand~~across ~~partners~~two segments: Logistic and Clinical (see Note 11, to the consolidated financial statements included in this Annual Report on form 10-K for ~~exposure~~further information on reportable segments), both offering services related to ~~Blade~~organ ~~fliers~~transplant and ~~certain~~the ~~ground~~broader ~~transportation~~healthcare ~~services~~industry. ~~This~~All ~~product~~of ~~line~~Strata’s ~~previously~~services ~~also~~are ~~included~~provided ~~by-the-seat~~to ~~jet~~transplant ~~flights~~centers, ~~between~~organ ~~New~~procurement ~~York~~organizations, ~~and~~hospitals ~~South~~or ~~Florida,~~other ~~which~~businesses wethat ~~discontinued~~pay inthe ~~November~~Company ~~2023~~directly. Strata provides:

~~Medical~~Logistics ~~segment~~Segment

~~•MediMobility~~Strata’s ~~Organ~~Logistics ~~Transport~~segment –is ~~Consisting~~marketed ~~primarily~~under ~~of transportation of human organs for transplant and/or~~ the ~~medical~~Trinity ~~teams~~brand ~~supporting~~name ~~these services. Blade also offers additional services including donor logistics coordination~~ and ~~support~~includes ~~evaluating potential donor organs through our Trinity Organ Placement Services (“TOPS”) offering, launched at~~ the ~~end of 2023.~~following:

~~Seats~~•Air ~~Flown~~Logistics – Air transportation of human organs for transplant as well as related staff, equipment, blood samples, and tissue samples. Service is typically provided on fixed wing aircraft operating specifically for each individual organ. Strata also offers on-board couriers for commercial flights and “next flight out” shipping coordination.

We•Ground ~~define~~Logistics ~~“Seats~~– ~~flown — all~~Ground ~~passenger~~transportation ~~flights” (Seats Flown) as the total number~~ of ~~seats~~human ~~purchased~~organs ~~and~~for ~~flown~~transplant byas ~~paying~~well ~~passengers~~as onrelated ~~all flights~~staff, ~~whether sold by-the-seat or within a charter arrangement. Our long-term consumer-facing strategy is primarily focused on growth in by-the-seat products~~equipment, ~~and~~blood we believe that Seats Flown is an important indicator of our progress in executing on this growth strategy. This metric is not always directly correlated with revenue given the significant variability in the price we charge per seat flown across our various products and routes. For products and routes sold by-the-seatsamples, ~~we fly significantly more passengers at a low price per seat; which is captured by Seats Flown. Passenger revenue is heavily influenced by the Jet~~ and ~~Other~~tissue ~~product lines where we typically fly fewer passengers over long distances at a high price~~samples. ~~We believe the Seats Flown metric is useful to investors in understanding the overall scale of our Passenger segment and trends in the number of passengers paying to use our service.~~

~~The~~•Organ ~~following~~Placement ~~table~~– ~~reflects~~Administrative services related to the ~~key~~acceptance ~~operating~~of ~~metric~~potential wedonor ~~use~~organs tofor ~~evaluate~~recipients and support coordinating with the ~~Passenger~~transplant ~~segment:~~process.

	Year Ended December 31,
		2024	2023
Seats flown – all passenger flights (1)		94,733	95,781

Clinical Segment

~~(1)~~Strata’s ~~Prior~~Clinical ~~year~~segment ~~amounts~~is ~~have~~marketed ~~been~~under ~~updated~~the toKeystone ~~conform~~brand toname ~~current~~and ~~period~~includes ~~presentation.~~the following:

WeTransplant discontinued our operations in Canada on August 31, 2024. As a result, the Seats Flown metric above excludes activity in Canada for the years ended December 31, 2024, and 2023. The Seats Flown in Canada amounted to 36,465 and 55,924 for the years ended December 31, 2024 and 2023, respectively.Clinical

•Organ Recovery – Surgical procurement of donor organs.

•Normothermic Regional Perfusion (“NRP”) – In situ perfusion of donor organs with oxygenated blood to improve clinical outcomes and enable functional assessment prior to recovery.

•Preservation - Operation of devices utilized to preserve organs prior to being transplanted into a recipient.

Other Clinical Services

•Cardiac Care – Cardiac perfusion, blood management & autotransfusion and disposables. Services are typically provided under contract with hospitals to support open-heart surgery procedures.

•Other – Extracorporeal Membrane Oxygenation (“ECMO”) services, perfusion temporary staffing and equipment rental offered to healthcare providers.

Outlined below are recent material transactions impacting this Annual Report on Form 10-K.

Sale of Passenger business

On August 29, 2025, the Company completed the previously disclosed sale of its Passenger business to Joby Aero, Inc. (“Joby Buyer”), pursuant to an Equity Purchase Agreement, dated August 1, 2025 (the “Joby Purchase Agreement”). The Passenger business acquired by the Joby Buyer pursuant to the Joby Purchase Agreement consisted of the Company’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 purchase price received by the Company upon the consummation of the transactions contemplated by the Joby Purchase Agreement was approximately $76.0 million based on the closing price per share of $14.27 of Joby Aviation Inc’s (“Joby Aviation”) common stock as of August 28, 2025), after giving effect to certain pre-closing adjustments and indemnity holdbacks pursuant to the terms of the Joby Purchase Agreement, consisting of 5,325,585 shares of Joby Aviation’s common stock, par value $0.0001 per share (the “Buyer Shares”). The Company subsequently sold the Buyer Shares received in connection with closing for net proceeds of $70.2 million. The Company may receive up to an additional $35.0 million in consideration upon the satisfaction of certain financial performance and employee retention targets described in the Joby Purchase Agreement during the 12 and 18 months, respectively, following the closing of this transaction, payable in cash or Buyer Shares at Joby Buyer’s election, as well as the release of up to $10.0 million in indemnity holdbacks. 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 applicable measurement dates described in the Joby Purchase Agreement.

The sale qualified as a discontinued operation under ASC 205-20. The Passenger business acquired by Joby Buyer included all operations previously reported within the Passenger segment, as well as certain assets and activities previously

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reported within unallocated corporate expenses and software development, including certain costs related to software development personnel, the Company’s former CEO and headquarter lease.

The assets and liabilities of the Passenger business as of December 31, 2024 were retrospectively classified as held for sale and presented as discontinued operations. The results of operations for the years ended December 31, 2025 and 2024 reflect the financial results of the Passenger business, including activity through August 29, 2025, the transaction date, as discontinued operations. The cash flows and comprehensive income of the Passenger business have not been separately presented and are included in the consolidated statements of cash flows and consolidated statements of comprehensive loss, respectively, for all periods presented. Unless otherwise indicated, the information in the notes to the consolidated financial statements refer only to Strata's continuing operations and do not include discussion of balances or activity of the Passenger business.

Acquisition of Keystone Perfusion Services, LLC.

On September 16, 2025, the Company completed the acquisition of Keystone Perfusion Services, LLC (“Keystone”), an organ recovery and normothermic regional perfusion service provider to the transplant industry, pursuant to a Purchase and Sale Agreement, dated September 16, 2025 (the “Keystone Purchase Agreement”), for the following upfront payments: cash $111.3 million (comprised of $67.0 million paid directly to the seller and $44.3 million directed by the seller to other parties on the close date) and 3,434,609 shares (where 1,717,303 are held in escrow). The purchase consideration price is subject to final adjustment, upward or downward by up to $12.4 million, based on Keystone’s actual 2025 Adjusted EBITDA performance, with the adjustment to be determined by March 2026. In addition, total potential earn-out payments of up to $23.0 million in the aggregate for the three-year period from 2026 through 2028 may be made contingent upon Keystone’s achievement of gross profit targets (as defined in the Keystone Purchase Agreement). See Note 4 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.

Our Business Model

39We typically provide logistics services to transplant centers, organ procurement organizations and other businesses on a contractual basis including provisions stipulating that Strata will be the “first call” for any transportation needs.

Pricing is based on a fixed price per flight hour flown with a fuel cost surcharge above a set benchmark. Ancillary costs such as landing fees and de-icing are passed through to the end customer.

Strata leverages an asset-light air logistics business model: we primarily utilize aircraft that are owned and/or operated by third parties on Strata’s behalf. In these arrangements, pilots, maintenance, hangar, insurance, and fuel are all costs borne by our network of operators, which provide aircraft flight time to Strata at fixed hourly rates. This enables our operator partners to focus on training pilots, maintaining aircraft and flying, while we maintain the relationship with our customer from booking through flight arrival.

When utilizing third-party aircraft and/or aircraft operators, we typically pre-negotiate fixed hourly rates and flight times, paying only for flights actually flown, creating a predictable and flexible cost structure. Strata provides guaranteed flight commitments to some of our third-party operators through capacity purchase agreements (“CPAs”), which enable Strata to ensure dedicated access to such aircraft with enhanced crew availability, lower costs and, in many cases, the ability to unlock more favorable rates when flying more than the minimum number of hours we guarantee to the operator. Additionally, a significant portion of trips are flown by safety-vetted operators to whom we make no commitments, providing us with additional flexible capacity for high demand periods.

Over the course of 2024, we acquired ten fixed wing aircraft that are dedicated to the Logistics segment. We made the decision to invest in a limited number of owned aircraft based in high-volume geographies as we believe direct asset ownership will enable (i) improved economies of scale; (ii) increased uptime, enabling more reliable service and higher asset utilization; and (iii) the ability to compete for certain contracts where asset ownership is preferred or required. All of these aircraft are operated and maintained by third-party service providers under Strata’s oversight. We prioritize the use of owned aircraft and dedicated aircraft under CPAs, which provide better economies of scale. We size our owned fleet and our commitments under CPAs significantly below our expected demand, enabling us to maximize utilization on those aircraft while fulfilling incremental demand through our network of non-dedicated operators.

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~~focus~~We onprovide ~~training~~ground ~~pilots,~~logistics ~~maintaining~~using ~~aircraft~~a ~~and~~combination ~~flying,~~of ~~while~~owned wevehicles, ~~maintain~~which ~~the~~are ~~relationship~~allocated ~~with~~to ~~our~~hub ~~customer~~positioned ~~from~~near ~~booking~~our ~~through~~customers ~~flight~~across ~~arrival.~~the ~~For~~United ~~flights offered for sale by-the-seat~~States, ~~Blade schedules flights based on demand analysis~~ and ~~takes~~third-party ~~the economic risk of aggregating fliers to optimize flight profitability, providing predictable margins for our operators~~providers.

~~When~~We ~~utilizing~~utilize ~~third-party~~a ~~aircraft~~combination ~~and/or~~of ~~aircraft~~company ~~operators,~~employees weand ~~typically~~contractors ~~pre-negotiate~~as ~~fixed~~couriers ~~hourly~~to ~~rates~~facilitate ~~and~~the ~~flight~~transportation ~~times~~of organs, ~~paying~~typically ~~only for flights actually flown~~kidneys, ~~creating~~aboard ascheduled ~~predictable~~commercial ~~and flexible cost structure~~flights. ~~Blade~~For ~~provides~~next ~~guaranteed~~ flight ~~commitments~~out ~~to some of our third-party operators through capacity purchase agreements~~ (~~“CPAs”~~NFO), ~~which enable Blade to ensure dedicated access to such aircraft with enhanced crew availability~~services, ~~lower~~where ~~costs~~kidneys ~~and,~~are placed in ~~many cases,~~ the ~~ability~~cargo tohold ~~unlock more favorable rates when flying more than the minimum number~~ of ~~hours we guarantee to the operator. Additionally,~~ a ~~significant~~commercial ~~portion of Blade trips are flown by safety-vetted operators to whom Blade makes no commitments~~flight, ~~providing~~we uscoordinate with ~~additional~~third-party ~~flexible~~providers ~~capacity~~on ~~for~~behalf ~~high~~of ~~demand~~our ~~periods~~customer.

~~Over~~Organ ~~the~~placement ~~course~~services ~~of 2024, we acquired ten fixed wing aircraft that~~ are ~~currently~~provided ~~dedicated~~on toa ~~the~~contractual ~~Medical~~basis ~~segment.~~with ~~We made the decision to invest in~~ a ~~limited~~fixed ~~number~~monthly offee ~~owned aircraft~~ based inon ~~high-volume~~the ~~geographies~~size ~~as we believe direct asset ownership will enable (i) improved economies~~ of ~~scale; (ii) increased uptime, enabling more reliable service and higher asset utilization; and (iii)~~ the ~~ability to compete for certain contracts where asset ownership is preferred or required. All of these aircraft are operated and maintained by third-party service providers under Blade~~customer’s ~~oversight~~program. See Item 2. Properties “—Aircraft Assets” in this Annual Report for more information. We prioritize the use of owned aircraft and dedicated aircraft under CPAs, which provide better economies of scale. We size our owned fleet and our commitments under CPAs significantly below our expected demand, enabling us to maximize utilization on those aircraft while fulfilling incremental demand through our network of non-dedicated operators.

~~Blade’s~~Clinical proprietary “customer-to-cockpit” technology stack enables us to manage fliers and organ transports across numerous simultaneous flights with multiple operators around the world. We believe that this technology, which provides (i) real-time tracking of organ transports and passenger flights; (ii) profit/loss information on a flight-by-flight basis; (iii) customized portals for all relevant parties including pilots, accounting teams, operator dispatch, transplant coordinators and Blade’s logistics team; and (iv) a customer-facing app for passenger missions, will enable us to continue to scale our business. This technology stack was built with future growth in mind and is designed to allow our platform to be easily scaled to accommodate, among other things, rapid increases in volume, new routes, new operators, broader flight schedules, international expansion, next-generation verticraft and ancillary services (e.g., last/first-mile ground connections, trip cancellation insurance, baggage delivery) through our mobile apps, website and cloud-based tools.Services

~~Our~~We ~~asset-light~~employ ~~business~~perfusionists ~~model was developed to be scalable~~ and ~~profitable~~transplant ~~using~~surgeons ~~conventional~~that ~~aircraft~~are ~~today~~primarily ~~while~~dedicated ~~enabling~~to a ~~seamless~~specific ~~transition~~customer toin ~~EVA,~~a ~~once~~particular ~~they are certified for public use~~geography. We ~~intend~~own toperfusion ~~leverage~~equipment ~~the~~which ~~expected~~is ~~lower~~often ~~operating~~provided ~~costs~~as part of ~~EVA versus helicopters to reduce the consumer’s price for~~ our ~~flights.~~services ~~Additionally,~~or weoffered ~~expect~~through ~~the~~a ~~reduced~~traditional ~~noise~~leasing ~~footprint and zero carbon emission characteristics of EVA to allow for the development of new, vertical landing infrastructure (“vertiports”) in our existing and new markets~~arrangement.

Our clinical work for OPOs typically consists of surgical recovery, NRP services and related equipment provided on a contractual basis with a combination of retainer and per case fees.

For transplant centers, surgical recovery and NRP services are typically provided on an ad hoc basis with pricing on a per case basis. We leverage surgeons, perfusionists and equipment in place to support our OPO customers to provide more efficient options to transplant centers, utilizing locally available resources wherever possible to avoid incremental logistics costs.

For cardiac care hospitals, we typically provide perfusion staffing, often combined with perfusion equipment, on a contractual basis with a combination of retainer and per case fees.

Technology

We also utilize proprietary technology to manage staffing, training and chain of custody, as well as help customers streamline organ evaluation, procurement and logistics. Our technology enhances the efficiency and cost-effectiveness of our service offerings, further strengthening our position in the organ transportation industry.

Factors Affecting our Performance

~~Ability~~Availability toof ~~attract~~Donor ~~and retain fliers in our Short Distance product line~~Organs

~~Our~~The ~~success~~majority ~~depends, in part, on our ability to cost-effectively attract new fliers, retain existing fliers, and increase utilization~~ of our ~~platform~~business byis ~~existing~~directly ~~fliers.~~tied ~~Historically, we have made, and expect that we will need~~ to ~~continue to make, significant investments and implement strategic initiatives in order to attract new fliers, such as flier acquisition campaigns and~~ the ~~launching~~volume of ~~new scheduled routes. These investments and initiatives may not be effective in generating sales growth or profits. In addition~~heart, ~~marketing~~liver ~~campaigns can be expensive~~ and ~~may~~lung ~~not~~transplants ~~result~~performed in the ~~acquisition~~United ~~of additional fliers in a cost-effective manner~~States, ifwhich atis ~~all.~~driven Asprimarily ~~our~~by ~~brand becomes more widely known, future marketing campaigns or brand content may not attract new fliers at~~ the ~~same~~supply ~~rate as past campaigns or brand content. If we are unable to attract new fliers, our business, financial condition, and results~~ of ~~operations~~donor ~~will~~organs bethat ~~adversely~~become ~~affected~~available.

~~Our~~In ~~fliers~~recent ~~have~~years, athe ~~wide~~supply ~~variety~~ of ~~options~~donor ~~for~~organs ~~transportation,~~has ~~including~~increased ~~business aviation~~consistently, ~~commercial~~driven ~~airlines,~~primarily ~~private~~by ~~aircraft~~(i) ~~operators,~~increased ~~personal~~utilization ~~vehicles,~~of ~~rental~~Donation ~~cars,~~after ~~taxis,~~Circulatory ~~public transit~~Death, ~~and~~which ~~ride-sharing~~has ~~offerings.~~expanded Tothe ~~expand~~pool ~~our~~of ~~flier~~eligible ~~base,~~donors; we(ii) ~~must~~advancements ~~appeal~~in totechnology, ~~new~~including ~~fliers~~machine ~~who~~and ~~have~~regional ~~historically~~perfusion; ~~used~~and ~~other~~(iii) ~~forms~~regulatory ofchanges ~~transportation.~~enabling Ifmore ~~fliers~~efficient doallocation ~~not~~of ~~perceive~~organs ~~our urban air mobility services~~ to berecipients ~~reliable,~~with ~~safe,~~higher ~~and cost-effective~~need. However, orthere ifis weno ~~fail~~guarantee tothat ~~offer~~this ~~new~~growth ~~and~~will ~~relevant~~continue, ~~services~~for ~~and features on our platform~~example, werecent ~~may~~months ~~not~~have beshown ~~able~~a toflattening ~~attract~~in orthe ~~retain~~number ~~fliers or increase their utilization~~ of ~~our~~deceased ~~platform.~~organ Ifdonors wein ~~fail to continue to~~ America.

The supply of donor organs is subject to numerous factors outside our control, including changes in organ donation rates, advancements in medical technology, legislative, regulatory or policy changes affecting organ procurement and allocation, and shifts in public attitudes toward organ donation. Additionally, unforeseen events such as pandemics, public health crises, or changes in accident rates may impact the availability of donor organs. If the supply of viable organs declines or if legislative, regulatory or policy changes limit our ability to efficiently transport them, our medical transport business could be adversely affected, which could negatively impact our financial condition and growth prospects.

Ability to Attract and Retain Customers

We primarily serve transplant centers, organ procurement organizations and hospitals. Logistics support for the hearts, lungs and livers transplantations that make up the vast majority of our business is typically requested only hours before the required departure time. Our ability to successfully fulfill these requests with consistent pricing on the requested aircraft type is the primary metric by which our customers evaluate our logistics performance.

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The organ logistics marketplace is highly competitive and we compete primarily on our ability to provide reliable, end-to-end air and ground transportation at competitive pricing. Increasingly, we compete directly with manufacturers of organ preservation equipment that also offer transportation or with providers that offer additional services, such as surgical organ recovery, that our customers find valuable.

We have responded to customer demand by introducing new services through our acquisition of Keystone, which launched our Clinical segment and enabled us to provide surgical recovery, NRP and other related services as part of an end-to-end offering. We have also added new offerings organically, such as our TOPS organ placement offering, whereby we assist customers in evaluating the suitability of potential donor organs for transplant. However, customers may still demand services or technology that we cannot provide, which could have a material adverse effect on our business, results of operations, and financial condition.

The market for our clinical service offerings, including surgical organ recovery, organ placement, and perfusion, both for transplant and for cardiac care hospitals, is also highly competitive. We compete in our Clinical segment primarily on our ability to provide high-quality, reliable service integrating electronic recordkeeping to demonstrate compliance with best practices.

Specifically for our transplant-related services, we also compete on our ability to integrate offerings from our Logistics and Clinical segments, resulting in more streamlined communication and efficient transportation, saving time and money for our customers. Some of our competitors offer many of the same services we provide in an integrated “one call” offering, but we believe that our offering is more comprehensive in terms of both the variety of services we provide and the breadth of third-party devices that we support.

Ability to Secure Aircraft Capacity

Historically, our ability to aggregate significant demand for flights has been enough to incentivize operators to provide aircraft and crews for our use. However, there is no guarantee that we will continue to be able to secure dedicated aircraft at favorable rates, particularly given significant increases in demand for private jet aircraft in the United States in recent years. Periods of increased demand for private jets have historically led to increased charter costs and more limited availability in the spot jet charter market. Although this has not limited our ability to maintain or increase our access to dedicated jet aircraft at fixed prices in recent periods, there is no guarantee this will continue in the future.

To manage this risk, we enter into long-term capacity purchase agreements with aircraft owners and operators and have purchased a number of jet aircraft, all of which are 100% dedicated to Strata’s needs.

Ability to Hire, Train and Retain Clinicians

Our surgical recovery, NRP, organ placement and cardiac care offerings depend on our ability to hire, train and retain clinicians, particularly perfusionists and organ recovery surgeons.

Historically, our ability to aggregate demand across transplant centers and cardiac care hospitals has made us an attractive employer for clinicians and enabled us to optimize our staffing model to offer both competitive pricing to customers and attractive pay to our employees. However, given the significant growth in these fields as well as increasing competition, there is no guarantee this will continue.

Impact of Inflation to our Business

We generally pay a fixed hourly rate to our third-party operators based on flight hours flown. These rates are susceptible to inflation and are typically renegotiated on a yearly basis, though some multi-year contracts have fixed rate increases. Some contracts with operators allow for pass-through of fuel price increases above a set threshold. For our owned aircraft, we are more directly exposed to inflation of aircraft operating expenses, including pilot salaries, fuel, insurance, parts and maintenance.

Given significant growth in organ transplant volumes and an increasing percentage of organs that are recovered by commercial surgeons and undergo NRP, demand for clinicians skilled in these procedures is high resulting in inflation in salaries and fees paid to these practitioners.

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~~grow~~We ~~our~~have ~~flier~~historically ~~base,~~passed ~~retain~~through ~~existing~~cost ~~fliers,~~inflation orto ~~increase~~customers ~~the~~and ~~overall~~most ~~utilization~~logistics ofcontracts ~~our~~with ~~platform,~~customers ~~our~~automatically ~~business,~~pass ~~financial~~through ~~condition~~any fuel surcharges, ~~and~~but ~~results~~there ofis ~~operations~~no ~~could~~guarantee bethis ~~adversely~~will ~~affected~~continue in the future.

Ability to attract and retain customers in our MediMobility Organ Transport and Jet and Other product lines

Our MediMobility Organ Transport product line primarily serves transplant centers, organ procurement organizations and hospitals (collectively, “Medical Customers”). Transportation for the hearts, lungs and livers that make up the vast majority of this product line is typically requested only hours before the required departure time. Our ability to successfully fulfill these requests with consistent pricing on the requested aircraft type, be it jet, turboprop or helicopter, is the primary metric by which Medical Customers evaluate our performance.

The organ transportation market is highly competitive and we compete for organ transportation business primarily on our ability to provide reliable, end-to-end air and ground transportation at competitive pricing. Increasingly, we compete directly with manufacturers of organ preservation equipment that also offer transportation or with providers that offer additional services, such as surgical organ recovery, that our customers find valuable. We may face increased competition as our Medical Customers may prefer a streamlined logistics offering. We have responded to customer demand by introducing new services, such as our TOPS offering, whereby we assist customers in evaluating the suitability of potential donor organs for transplant, but they may demand services or technology that we cannot provide, which could have a material adverse effect on our business, results of operations, and financial condition.

Historically, our significant demand for both Passenger and MediMobility Organ Transport flight capacity has been enough to incentivize operators to provide aircraft and crews for our use. However, there is no guarantee that we will continue to be able to secure dedicated aircraft at favorable rates, particularly given significant increases in demand for private jet aircraft in the United States in recent years. Periods of increased demand for private jets have historically led to increased charter costs and more limited availability in the spot jet charter market. Although this has not limited our ability to maintain or increase our access to dedicated jet aircraft at fixed prices in recent periods, jet charter, which makes up the majority of our Jet and Other product line, is highly competitive and volumes and pricing have historically been significantly influenced by overall market supply and demand.

Impact of inflation to our business

We generally pay a fixed hourly rate to our third-party operators, based on flight hours flown. These rates are susceptible to inflation and are typically renegotiated on a yearly basis, though some multi-year contracts have fixed rate increases. Some contracts with operators allow for pass-through of fuel price increases above a set threshold. For our owned aircraft, we are more directly exposed to inflation of aircraft operating expenses, including pilot salaries, fuel, insurance, parts and maintenance.

We have historically passed through cost inflation to customers and most contracts with our MediMobility Organ Transport customers automatically pass through any fuel surcharges, but there is no guarantee this will continue in the future.

Passenger Expansion into New Geographic Markets

Our Passenger segment growth plan is focused on dense urban areas, primarily those with existing air transportation infrastructure that are facing increasing ground congestion. For example, in 2022, we acquired the entities that we collectively refer to as “Blade Europe”, which operate in Southern France and Monaco. Blade Europe acts as the air charter broker and/or reseller of air transportation services operated and provided by our operator partners for routes in Southern France, Monaco, Italy and Switzerland. Growth in our Passenger segment will depend in part on our ability to successfully enter into new markets, create and introduce new routes, and expand our existing routes by adding more frequent flights. In these areas, our urban air mobility services can provide the most time savings for our fliers, and given the short distances involved, costs for our services can be comparable to luxury, private car services. Significant changes to our existing routes or the introduction of new and unproven routes may require us to obtain and maintain applicable permits, authorizations, or other regulatory approvals. In addition, EVA may be commercially viable sooner in these markets given that battery technology constraints may limit the range of early models. Large urban markets with existing heliport infrastructure should be able to accommodate EVA while other cities may need several years to permit and build such infrastructure.

If these new or expanded routes are unsuccessful or fail to attract a sufficient number of fliers to be profitable, or we are unable to bring new or expanded routes to market efficiently, our business, financial condition, and results of operations could be adversely affected. Furthermore, new third-party aircraft operator or flier demands regarding our services, including the availability of superior routes or a deterioration in the quality of our existing routes, could negatively affect

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the attractiveness of our platform and the economics of our business and require us to make substantial changes to and additional investments in our routes or our business model. The number of potential fliers using our urban air mobility services in any market cannot be predicted with any degree of certainty, and we cannot provide assurance that we will be able to operate in a profitable manner in any of our current or targeted future markets.

Development, approval and acceptance of EVA for commercial service

We intend to leverage the expected lower operating costs of EVA versus helicopters to reduce the price for our flights. Additionally, we expect the reduced noise footprint and zero carbon emission characteristics of EVA to allow for the development of new vertiports in our existing and new markets. However, EVA involves a complex set of technologies, which we rely on OEMs to develop and our third-party aircraft operators to adopt. However, before EVA can fly passengers or cargo, OEMs must receive requisite approvals from federal transportation authorities. No EVA aircraft are currently certified by the FAA for commercial operations in the United States, and there is no assurance that OEM research and development will result in government certified aircraft that are market-viable or commercially successful in a timely manner, or at all. In order to gain government certification, the performance, reliability, and safety of EVA must be proven, none of which can be assured. Even if EVA aircraft are certified, individual operators must conform EVA aircraft to their licenses, which requires FAA approval, and individual pilots also must be licensed and approved by the FAA to fly EVA aircraft, which could contribute to delays in any widespread use of EVA and potentially limit the number of EVA operators available to our business. There is no assurance that research and development will result in government certified aircraft that are market-viable or commercially successful in a timely manner, or at all.

We believe that Blade is well positioned to introduce EVA into commercial service, once available, for a number of reasons. In our Passenger segment, we believe our existing Short Distance routes will be compatible with EVA, which are initially expected to have a limited range, and our existing terminal space will accommodate EVA. Additionally, we believe that the last-mile transports we perform using helicopters or ground vehicles in our Medical segment may be compatible with EVA, reducing organ transport time and cost for our customers. Blade’s unit economics are designed to be profitable using either conventional helicopters or EVA, even if early EVA do not deliver significant cost savings relative to helicopters. Moreover, Blade’s asset-light business model and technology platform are operator and aircraft agnostic, enabling a seamless transition to EVA.

Seasonality

~~Passenger~~Our ~~segment~~Logistics trip volumes and Clinical case volumes are correlated with the overall supply of donor hearts, livers and lungs in the United States, which can be volatile due to a variety of factors. Over the last several years, industry transplant volumes exhibited modest seasonal softness in the calendar third quarter, though our own case and flight volumes have not always followed this industry trend.

Historically, we have experienced significant seasonality in our Short Distance product line with flight volume peaking during the quarters ended June 30 (Q2) and September 30 (Q3) of each fiscal year due to the busy summer travel season, with lower volume during the first and fourth quarter (Q1 and Q4).

Jet and Other revenue has historically been stronger in the first and fourth quarter (Q1 and Q4) given that our by-the-seat jet service between New York and South Florida has historically operated only between November and April. We discontinued this service in November 2023.

Medical segment

Historically, seasonality in our MediMobility Organ Transport product line has not been significant, though our trip volumes are correlated with the overall supply of donor hearts, livers and lungs in the United States, which can be volatile due to a variety of factors.

Key Components of the Company’s Results of Operations

Revenue

~~Short~~Services ~~Distance products~~ are typically purchased ~~using~~through ~~the~~our ~~Blade~~coordinators ~~App~~ and are paid for principally via ~~credit~~checks ~~card~~and ~~transactions,~~wires. ~~wire,~~Logistics ~~check,~~services ~~customer~~are ~~credit,~~typically provided and ~~gift~~billed ~~cards~~on a fee-for-service basis, ~~with~~while ~~payments~~Clinical ~~principally~~services ~~collected~~are byprovided ~~the~~and ~~Company~~billed inon ~~advance~~both ofa fee-for-service and retainer basis. Payments are generally collected after the performance of the related ~~services~~service in accordance with the client’s payment terms. ~~The~~Fee-for-service revenue is recognized when the service is completed, while retainer revenue is recognized over the retainer contractual term.

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Jet products are typically purchased through our Flier Relations associates and our app and are paid for principally via checks, wires and credit card. Jet payments are typically collected at the time of booking before the performance of the related service. The revenue is recognized when the service is completed.

MediMobility Organ Transport products are typically purchased through our medical logistics coordinators and are paid for principally via checks and wires. Payments are generally collected after the performance of the related service in accordance with the client's payment terms. The revenue is recognized when the service is completed.

Cost of Revenue

Cost of revenue consists of costs of operating our aircraft fleet, including pilots’ salaries, flight costs paid to operators of aircraft and vehicles, ~~landing fees,~~ depreciation of aircraft, ~~and~~ vehicles, ~~operating~~and ~~lease~~medical ~~cost~~devices, ~~internal~~staff costs ~~incurred~~directly insupporting ~~generating~~Logistics ~~organ~~and ~~ground~~Clinical ~~transportation~~services, ~~revenue using the Company's owned vehicles~~ and costs of ~~operating~~disposable ~~our~~medical ~~owned aircraft including fuel, management fees paid to the operator, maintenance costs and pilot salaries~~products.

~~Software~~Selling, ~~Development~~General and Administrative

~~Software~~Selling, ~~development~~general and administrative (“SG&A”) expenses consist primarily of: staff costs for employees in the commercial, technology, executive, marketing and administrative functions; sales commissions; stock-based compensation; ~~costs~~professional and ~~capitalized~~consulting fees; insurance; facilities; information technology and software ~~amortization~~development costs; promotional expenses; pilot training costs; impairment of assets; and other general corporate overhead costs. SG&A expenses are expensed as incurred..

~~General~~Amortization ~~and~~of ~~Administrative~~Intangible Assets

~~General~~Amortization ~~and~~of ~~administrative~~intangible ~~expenses~~assets ~~principally~~consists ~~include~~of ~~staff~~amortization ~~costs~~of ~~including~~customer ~~stock-based compensation~~lists, ~~intangibles amortization~~trademarks, ~~depreciation,~~technology ~~establishment~~acquired ~~costs,~~in ~~impairment~~business ofcombinations ~~intangible assets, directors~~ and ~~officers~~capitalized ~~insurance~~software development costs,. ~~pilot~~Amortization ~~training~~expense ~~costs~~is ~~for~~recognized ~~owned~~on ~~aircraft,~~a ~~professional~~straight-line ~~fees~~basis ~~and~~over ~~credit~~their ~~card~~estimated ~~processing~~useful ~~fees~~lives.

~~Selling~~Discontinued ~~and Marketing~~ Operations

~~Selling~~On ~~and~~August ~~marketing~~29, ~~expenses~~2025, ~~consist~~we ~~primarily~~completed ofthe ~~advertising~~sale ~~costs,~~of ~~staff~~our ~~costs~~Passenger ~~including~~business ~~stock-based~~to ~~compensation,~~the ~~marketing~~Joby ~~expenses,~~Buyer ~~sales~~pursuant ~~commissions~~to ~~and~~the ~~promotion~~Joby ~~costs~~Purchase Agreement. ~~The~~We ~~trend~~determined ~~and~~that ~~timing~~the sale of ~~our~~the ~~brand~~Passenger ~~marketing~~business ~~expenses~~represented a strategic shift that will ~~depend~~have ina ~~part~~major effect on ~~the~~our ~~timing~~operations ofand ~~our~~financial ~~expansion~~results. ~~into~~Accordingly, ~~new~~the ~~markets~~sale ~~and~~is ~~other~~classified ~~marketing~~as ~~campaigns~~discontinued operations.

43We present discontinued operations when a disposal of a component or group of components represents a strategic shift that will have a major effect on our operations and financial results. The results from discontinued operations of the Passenger business prior to and through its sale are presented as net income (loss) from discontinued operations, net of income taxes, in the consolidated statements of operations and comprehensive loss for all periods presented. The assets and liabilities of the Passenger business have been classified as discontinued operations and segregated for all periods presented in the consolidated balance sheets. See Note 5 to the consolidated financial statements included in this Annual Report on Form 10-K for additional information.

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Results of Operations

The following table presents our consolidated statements of operations for the periods indicated:

	Year Ended December 31,
			2024		% of Revenue	2023		% of Revenue
			2025		% of Revenue	2024		% of Revenue
		~~(in thousands, except share and per share data)~~	(in thousands, except share and per share data)
Revenue			$	~~248~~197,~~693~~141	100%	$	~~225~~146,~~180~~817	100%
Cost of revenue			156,015		79%	117,228		80%
Gross Profit			41,126		21%	29,589		20%
Operating expenses
Cost of revenue			189,774		76%	183,058		81%
Selling, general and administrative			60,875		31%	50,856		35%
Software development			3,184		1%	4,627		2%
Amortization of intangible assets			2,604		1%	1,258		1%
General and administrative			81,711		33%	95,174		42%
Total operating expenses			63,479		32%	52,114		35%
Selling and marketing			7,950		3%	10,438		5%
Operating loss from continuing operations			(22,353)			(22,525)
Total operating expenses			282,619		114%	293,297		130%
Other non-operating income (loss)
Loss from operations			(33,926)			(68,117)
Interest income			4,241			7,214
Other non-operating income (expense)
Change in fair value of warrant liabilities			4,278			(850)
Interest income			7,214			8,442
Change in fair value of assets and other liabilities			(1,037)			—
Change in fair value of warrant liabilities			(850)			2,125
Realized loss from sales of short-term investments			(5,195)			—
Realized gain from sales of short-term investments			—			8
Total other non-operating income			2,287			6,364
Total other non-operating income			6,364			10,575
Loss from continuing operations before income taxes			(20,066)			(16,161)
Loss before income taxes			(27,562)			(57,542)
Income tax expense (benefit) from continuing operations			—			—
Income tax benefit			(255)			(1,466)
Net loss from continuing operations			$	(20,066)		$	(16,161)
Net loss			$	(27,307)		$	(56,076)
Net income (loss) from discontinued operations			61,413			(11,146)
Net loss per share, basic and diluted			$	(0.35)		$	(0.76)
Net income (loss)			$	41,347		$	(27,307)
Weighted-average number of shares outstanding, basic and diluted			77,499,423			73,524,476
Basic and diluted earnings (loss) per share
Continuing operations			$	(0.24)		$	(0.21)
Discontinued operations			$	0.75		$	(0.14)
Total basic and diluted earnings (loss) per share			$	0.50		$	(0.35)
Weighted-average number of shares outstanding, basic and diluted			82,092,345			77,499,423

4442

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Comparison of ~~the~~ Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

Revenue

Disaggregated revenue by ~~product~~segment ~~line~~ was as follows:

	Year Ended December 31,
	2024		2023		% Change
	2025		2024		% Change
	(in thousands, except percentages)
Product Line:
Logistics
Short Distance	$	72,203	$	70,700	2.1	%
Logistics	$	176,793	$	146,817	20.4	%
Jet and Other	29,673		27,876		6.4	%
Clinical
MediMobility Organ Transport	146,817		126,604		16.0	%
Transplant clinical	$	8,964	$	—	NM(1)
Total Revenue	$	248,693	$	225,180	10.4	%
Other clinical	11,384		—		NM(1)
Total Clinical	$	20,348	$	—	NM(1)
Total revenue	$	197,141	$	146,817	34.3	%

~~For~~(1) ~~the~~Percentage ~~years~~not ~~ended December 31, 2024 and 2023, revenue increased by $23~~meaningful.~~5 million or 10.4%, from $225.2 million in 2023 to $248.7 million in 2024.~~

~~Short~~For ~~Distance~~the ~~revenue~~years ~~increased~~ended byDecember 31, ~~$1.5~~2025 ~~million~~and ~~or 2.1% from $70.7 million in 2023 to $72.2 million in~~ 2024., ~~Growth~~revenue inincreased ~~Short Distance was primarily driven~~ by ~~growth in our Hamptons seasonal service for a~~ $250.63 million ~~increase,~~or ~~growth in our New York airport transfer products, including annual pass activity, for a $1~~34.~~5 million increase~~3%, ~~and~~from ~~increased volumes of Northeast helicopter charters for a~~ $1146.58 million ~~increase.~~in ~~This was partially offset by the discontinuation of the Canada routes on August 31,~~ 2024 ~~for~~to a $4197.1 million ~~decrease.~~in 2025.

~~Jet~~Logistics ~~and Other~~ revenue increased by $130.80 million, or 620.4%, from $27146.98 million in ~~2023~~2024 to $29176.78 million in ~~2024.~~2025, ~~This increase was~~ driven by ~~a $4.7 million~~ growth in ~~jet~~flight ~~charters~~hours, ~~higher~~ground ~~brand~~transportation ~~partnership revenues for $0.4 million,~~ and revenue ~~from~~per ~~the~~trip. ~~introduction~~The ofincrease ~~the new seasonal Hamptons Streamliner Bus~~ in ~~the~~flight ~~current~~hours ~~year~~was ~~period~~attributable ~~for~~to ~~$0.3~~both ~~million.~~existing ~~This~~and ~~was~~new ~~partially~~clients, ~~offset~~with byseveral amajor ~~$3.9~~new ~~million~~contracted ~~decrease~~clients ~~attributable~~commencing tooperations in the ~~discontinuation~~second quarter of ~~our seasonal by-~~the~~-seat~~ ~~jet~~year ~~service between New York and South Florida~~2025.

~~MediMobility~~Clinical ~~Organ Transport~~ revenue ~~increased~~was by $20.23 million ~~or 16.0% from $126.6 million~~ in ~~2023~~2025, toreflecting ~~$146.8 million in 2024. The growth was driven primarily by $8.3 million attributable to~~ the ~~addition~~acquisition of ~~new~~Keystone ~~hospital~~in ~~clients,~~mid-September ~~including~~2025. ~~for~~There ~~our~~was ~~TOPS~~no ~~organ~~clinical ~~placement service, and higher~~ revenue ~~from~~in ~~existing clients of $16~~2024.2 ~~million~~Clinical ~~related to higher volumes, higher~~ revenue ~~per trip and higher ground revenue. Growth~~ in ~~revenue~~2025 ~~from existing clients~~ was ~~partially~~comprised ~~impacted~~of bytransplant ~~reduced~~clinical ~~repositioning~~revenue ~~flight~~of ~~hours due to positioning own aircraft closer to our clients, providing efficiencies and improved service for our customers. Those increases were further offset by a~~ $49.30 million ~~decrease~~and ~~due~~other toclinical ~~one~~revenue ~~temporary customer we supported only in the 2023 period. Excluding the impact~~ of ~~the temporary customer, revenue would have grown 20% versus the 2023 period~~$11.4 million.

~~Cost~~Gross ofProfit ~~Revenue~~and Gross Margin

	Year Ended December 31,
	2024			2023			% Change
	2025			2024			Change
	(in thousands, except percentages)
Cost of revenue	$	189,774		$	183,058		3.7	%
Gross profit:
Percentage of revenue	76		%	81		%
Logistics	$	36,631		$	29,589		23.8	%
Clinical	4,495			—			NM(1)
Total gross profit	$	41,126		$	29,589		39.0	%
Gross margin:
Logistics	21		%	20		%
Clinical	22		%	—
Total gross margin	21		%	20		%

~~For the years ended December 31, 2024 and 2023, cost of revenue increased by $6.7 million, or 3.7%, from $183.~~(1) ~~million~~Percentage ~~during~~not ~~2023 to $189~~meaningful.~~8 million in 2024 driven by increased flight volume.~~

~~Cost~~For ofthe ~~revenue~~years asended aDecember 31, ~~percentage~~2025 ofand ~~revenues~~2024, ~~decreased~~Logistics bygross 5profit ~~percentage~~increased ~~points~~by ~~from~~$7.1 ~~81%~~million, toor 7623.8%, ~~attributable~~from ~~primarily~~$29.6 ~~to:~~million ain 2024 ~~mix-shift~~ to ~~dedicated~~$36.6 ~~aircraft~~million in ~~the Medical segment~~2025, ~~which~~attributable ~~operate~~to atthe ~~enhanced~~20.4% ~~economies~~increase ofin ~~scale; increased~~ revenue ~~per~~and ~~flight~~an ~~hour~~increase in ~~our~~gross ~~Medical~~margin ~~segment;~~from ~~improved~~20% ~~pricing~~to ~~with~~21% ~~improved~~attributable ~~load~~primarily ~~factor~~to operational leverage in ~~our~~ground ~~Hamptons~~services ~~by-~~with the~~-seat~~ ~~product~~expansion ~~and~~of inground ~~our~~hubs. ~~New~~For ~~York~~the ~~airport~~year ~~transfer~~ended ~~products;~~December 31, ~~and~~2025, ~~improved~~Clinical ~~pricing~~gross inprofit ~~jet~~of ~~charter~~$4.5 ~~flights~~million ~~compared~~was attributable to the ~~prior~~acquisition ~~year~~of ~~period~~Keystone in mid-September 2025.

45Total gross margin increased from 20% in 2024 to 21% in 2025, attributable primarily to the acquisition of Keystone in mid-September 2025, which operates at a higher average gross margin, as well as an improvement in Logistics gross margin, as discussed above.

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~~Software~~Selling, ~~Development~~General and Administrative

	Year Ended December 31,
	2024			2023			% Change
	2025			2024			% Change
	(in thousands, except percentages)
Software development	$	3,184		4,627			(31.2)	%
General and administrative staff and related costs	$	21,459		$	19,676		9.1	%
Percentage of revenue	1		%	2		%
Selling and marketing including staff costs	1,407			563			149.9	%
Software development including staff costs	3,052			2,790			9.4	%
Professional fees	11,559			4,974			132.4	%
Facilities and insurance	4,588			4,057			13.1	%
Stock-based compensation	16,958			18,471			(8.2)	%
Depreciation and impairment of property and equipment	1,852			325			469.8	%
Total selling, general and administrative	$	60,875		$	50,856		19.7	%
Percentage of revenue	31		%	35		%

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, ~~software~~total ~~development~~selling, ~~costs~~general ~~decreased~~and administrative expense increased by $(110.4)0 million, or ~~(31~~19.2)7%, from $450.69 million ~~during 2023 to $3.2 million~~ in 2024. ~~This decrease was primarily due~~ to a higher proportion of software development costs being capitalized in 2024 rather than expensed. Specifically, in 2024, we had more software development projects that reached technological feasibility. Additionally, stock-based compensation costs decreased by $060.49 million, ~~contributing~~in ~~to the overall decrease~~2025.

~~General~~The primary drivers of the increase were: (i) a $1.8 million increase in general and ~~Administrative~~administrative staff and related costs attributable to the acquisition of Keystone in mid-September and increases commensurate with the growth in Logistics revenue; (ii) an $0.8 million increase in selling and marketing attributable to new hires as well as sales commissions commensurate with the revenue growth; (iii) a $6.6 million increase in professional fees, driven by a $4.7 million year-over-year increase related to settlement costs and legal fees associated with the Drulias lawsuit settled and paid in December 2025 (as discussed in “—Legal and Environmental” within Note 14 to the consolidated financial statements included in this Annual Report on Form 10-K), as well as M&A transaction costs related to the acquisition of Keystone; and (iv) an increase in depreciation and impairment of property and equipment in 2025 attributable to an impairment of aircraft’s airframe for $1.7 million; partially offset by a $1.5 million decrease in stock-based compensation attributable to forfeiture of awards previously granted to the former CEO prior to his transfer to the Joby Buyer.

	Year Ended December 31,
	2024			2023			% Change
	(in thousands, except percentages)
General and administrative	$	81,711		$	95,174		(14.1)	%
Percentage of revenue	33		%	42		%

Amortization of intangible assets

For the year ended December 31, 2024 and 2023, general and administrative expense decreased by $(13.5) million, or (14.1)%, from $95.2 million in 2023 to $81.7 million in 2024.


	Year Ended December 31,
	2025			2024			% Change
	(in thousands, except percentages)
Amortization of intangible assets	$	2,604		$	1,258		107.0	%
Percentage of revenue	1		%	1		%

~~The~~For ~~primary drivers for~~ the ~~decrease~~years ~~were:~~ended aDecember 31, ~~$20.8~~2025 ~~million~~and ~~decrease~~2024, inamortization ~~impairment~~of ~~expense related to Blade Europe’s~~ intangible assets inincreased ~~the~~by ~~prior year period, a~~ $91.~~7 million decrease attributable to contingent consideration compensation (earn-out) in the prior year period and a $~~3.2 million, ~~decrease~~or ~~in intangibles amortization costs~~107.0%, ~~These~~from ~~decreases were partially offset by the following increases: a~~ $71.53 million ~~increase~~ in ~~stock-based compensation largely due to performance-based stock units granted in the first quarter of~~ 2024; ~~a $5.8 million impairment expense related~~ to ~~the exclusive rights to air transportation services intangible asset associated with Blade Canada, which was discontinued in 2024; a~~ $12.96 million ~~increase~~ in ~~staff~~2025, ~~costs~~primarily attributable ~~mainly~~ to ~~the~~(i) ~~growth in our Medical segment; a~~ $1.71 million ~~increase~~ in ~~legal~~amortization ~~and~~of ~~regulatory~~intangibles ~~advocacy~~generated ~~fees~~from ~~associated with two specific cases (~~the ~~Drulias~~acquisition ~~lawsuit~~of ~~discussed~~Keystone in ~~“Item~~mid-September 3.2025 ~~Legal Proceedings” of this Annual Report~~ and ~~to the proposed restrictions at East Hampton Airport~~(ii); a $10.62 million increase indue ~~expenses related~~ to ~~the~~higher ~~owned~~amortization ~~aircraft,~~of ~~including~~capitalized ~~pilot~~software ~~training~~costs, ~~hangar~~as ~~costs~~more ~~and~~development ~~insurance~~projects ~~(which~~were ~~did~~completed ~~not~~and ~~exist~~entered in the ~~prior~~amortization ~~year~~phase ~~period);~~during ~~and a $1~~2025.~~4 million increase due to restructuring costs in Europe, where we eliminated redundant positions overlapping with our exclusive operator.~~

~~Selling~~Other ~~and~~Non-Operating ~~Marketing~~Income

	Year Ended December 31,
	2024			2023			% Change
	2025			2024			% Change
	(in thousands, except percentages)
Selling and marketing	$	7,950		$	10,438		(23.8)	%
Interest income	$	4,241		$	7,214
Percentage of revenue	3		%	5		%
Change in fair value of warrant liabilities	4,278			(850)
Change in fair value of assets and other liabilities	(1,037)			—
Realized loss from sales of short-term investments	(5,195)			—
Total other non-operating income	$	2,287		$	6,364		(64.1)%

For the years ended December 31, 2024 and 2023, selling and marketing expense decreased by $(2.5) million, or (23.8)%, from $10.4 million in 2023 to $8.0 million in 2024. The decrease is attributable primarily to a $1.7 million decrease in media spend, primarily driven by the discontinuation of our seasonal by-the-seat jet service between New York and South Florida (which was discontinued in November 2023) and more disciplined media spend in the winter months, and a $1.5 million decrease in cash commissions in the Medical segment. Those decreases were partially offset by a $0.5 million increase in stock-based compensation.44

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~~Other~~For the year ended December 31, 2025, total other non-operating income consisted of: (i) $4.2 million interest income, attributable to our short-term investments and our money market funds in the current year period (lower interest income is attributable to lower invested balances compared to the prior year period); (ii) $4.3 million non-cash income due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price; (iii) $(1.0) million non-cash expense attributable to fair value remeasurement of contingent consideration (related to the Passenger divestiture and Keystone acquisition) and equity consideration held in escrow (related to the Keystone acquisition); and a (iv) $(5.2) million realized loss on the sale of securities received as consideration in the Passenger business divestiture. Fair value for these assets and liabilities, where applicable, is remeasured each reporting period.

	Year Ended December 31,
	2024		2023		% Change
	(in thousands, except percentages)
Interest income, net	$	7,214	$	8,442
Change in fair value of warrant liabilities	(850)		2,125
Realized gain from sales of short-term investments	—		8
Total other non-operating income	$	6,364	$	10,575	(39.8)%

For the year ended December 31, 2024, total other non-operating income consisted of: (i) $7.2 million interest income, attributable to short-term investments and money market funds; and a (ii) $0.9 million non-cash expense due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price.

~~For~~Income ~~the~~(loss) ~~year~~from ~~ended~~discontinued ~~December 31~~operations, ~~2024,~~net ~~total other non-operating income consisted~~ of $7.2 million interest income, attributable to our short-term investments and our money market funds; and $0.9 million non-cash loss due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price. tax

For the year ended December 31, 2023, total other non-operating income consisted of $8.4 million interest income, attributable to our short-term investments and our money market funds; and $2.1 million non-cash gain due to fair value revaluation of warrant liabilities as the value of the warrant liabilities fluctuates with the warrants’ market price.


	Year Ended December 31,
		2025		2024		% Change
		(in thousands, except percentages)
Net income (loss) from discontinued operations		$	61,413	$	(11,146)	NM (1)

(1) ~~Segment~~Percentage ~~Results~~not ~~of Operations~~meaningful.

WeFor ~~operate~~the ~~our~~year ~~business~~ended asDecember ~~two~~31, ~~reportable~~2025, ~~segments~~total -net ~~Passenger~~income from discontinued operations was $61.4 million and ~~Medical~~primarily consisted of: gain on disposal of discontinued operations of $57.0 ~~For~~million ~~additional~~and ~~information~~operating ~~about~~income ~~our~~of ~~segments,~~$5.0 ~~see~~million ~~Note~~attributable 8to revenue of $76.6 million from air transportation for passengers in the United States and Europe. This was offset by tax expense of $0.4 million, primarily due to limitations on the ~~consolidated~~utilization ~~financial~~of ~~statements~~U.S. ~~included~~federal, instate, ~~this~~and ~~Annual~~local ~~Report~~net operating losses, including the U.S. federal limitation of post-2017 net operating losses to 80% of taxable income.

~~Segment~~For ~~Revenue~~the year ended December 31, 2024, total net loss from discontinued operations was $(11.1) million and ~~Segment~~primarily ~~Adjusted~~consisted ~~EBITDA~~of operating loss before tax of $(11.4) million attributable to revenue of $101.9 million from air transportation for passengers in the United States, Canada and Europe.

~~The~~Operating ~~following~~income ~~table~~(loss) ~~presents~~before ~~our~~tax ~~segment~~from ~~results~~discontinued ~~for~~operations improved from $(11.4) million in 2024 to $5.0 million in 2025, driven primarily by a $5.8 million impairment charge associated with Blade Canada during the ~~periods~~prior ~~indicated:~~year period coupled with a reduction in associated amortization costs, a significant improvement in the profitability of the European operations following restructuring in October 2024, and a reduction in selling and marketing expense.

	Year Ended December 31,
			2024			2023			% Change
		(in thousands, except percentages)
Segment Revenue
Passenger			$	101,876		$	98,576		3.3	%
Medical			146,817			126,604			16.0	%
Total revenue			$	248,693		$	225,180		10.4	%
Segment Adjusted EBITDA
Passenger			$	3,568		$	(4,988)		NM(4)
Medical			19,286			10,754			79.3	%
Adjusted unallocated corporate expenses and software development (1)			(21,649)			(22,399)			(3.3)	%
Total Adjusted EBITDA (2)			$	1,205		$	(16,633)		NM(4)
Segment Adjusted EBITDA Margin (3)
Passenger			3.5		%	(5.1)		%
Medical			13.1		%	8.5		%
Adjusted EBITDA Margin (2)			0.5		%	(7.4)		%
(1) Includes costs that are not directly attributable to reportable segments such as finance, accounting, tax, information technology, human resources, legal costs and software development costs (primarily consists of staff and contractors costs), and excludes non-cash items and certain transactions that management does not believe are reflective of our ongoing core operations.(2) Total Adjusted EBITDA is a non-GAAP measure. See the section titled “Reconciliations of Non-GAAP Financial Measures” below for more information and reconciliations to the most directly comparable GAAP financial measure.(3) Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue. Segment Adjusted EBITDA is defined as segment Adjusted EBITDA as a percentage of segment revenue.(4) Percentage not meaningful.

Adjusted EBITDA

47The following table presents our consolidated results on a continuing operations basis for Adjusted EBITDA:

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	Year Ended December 31,
		2025		2024		% Change
		(in thousands, except percentages)

Adjusted EBITDA (1)		$	14,051	$	3,752	274	%

~~Passenger~~(1) ~~segment~~See section titled “Reconciliations of Non-GAAP Financial Measures” for more information and a reconciliation to the most directly comparable GAAP financial measure.

For the years ended December 31, 2024 and 2023, Passenger revenue increased by $3.3 million, or 3.3%, from $98.6 million in 2023 to $101.9 million in 2024. The increase was attributable to a $1.5 million increase in Short Distance and a $1.8 million increase in Jet and Other. Refer to the disaggregated revenue discussion above under “—Comparison of the Years Ended December 31, ~~2024~~2025 and ~~2023—Revenue”~~2024 ~~for more details.~~

~~Passenger~~ Adjusted EBITDA from continuing operations improved by $810.63 million for the year ended December 31, ~~2024~~2025 from $(53.0)8 million in ~~the~~2024 ~~same period of 2023~~ to $314.61 million in ~~2024~~2025. The improvement is ~~primarily~~ attributable to ~~higher~~a ~~revenue~~$13.9 ~~combined~~million ~~with~~increase ~~lower~~in ~~effective~~gross ~~cost~~profit ofexcluding ~~revenue~~depreciation, ~~per~~partially ~~flight~~offset ~~across~~by ~~Passenger flights (Short Distance and Jet flights) compared to the prior year period for~~ a $63.46 million ~~impact,~~increase ~~attributable~~in tofixed ~~improved~~costs, ~~pricing~~commensurate ~~and~~with ~~improved~~the growth ~~load~~in ~~factor.~~revenue ~~Further~~and ~~improvements~~with ~~are~~the ~~attributable~~addition toof afixed ~~$1.6~~costs ~~million~~related ~~decrease~~to inKeystone, ~~marketing~~which ~~expenses~~was ~~and~~acquired ~~a $0.5 million decrease~~ in ~~personnel~~mid-September ~~costs~~2025.

Medical segment

For the years ended December 31, 2024 and 2023, Medical revenue increased by $20.2 million, or 16.0%, from $126.6 million in 2023 to $146.8 million in 2024. Refer to the disaggregated revenue discussion above under “—Comparison of the Years Ended December 31, 2024 and 2023—Revenue” for more details.

Medical Adjusted EBITDA increased by $8.5 million, or 79.3%, for the year ended December 31, 2024 from $10.8 million in the same period of 2023 to $19.3 million in 2024. $10.2 million of the increase is attributable to increase in revenue coupled with lower effective cost of revenue per trip driven by higher revenue per flight hour; mix-shift to dedicated aircraft, partially driven by our acquisitions of aircraft, which generally have lower operating costs per flight hour; and mix shift to ground revenue, which is, on average, higher margin versus air. This was partially offset by a $1.7 million increase in fixed costs, primarily staff costs to support the higher activity, including costs related to aircraft ownership that did not exist in the prior year period.

Consolidated Net Loss, Adjusted EBITDA, Gross Profit, Flight Profit, Gross Margin, and Flight Margin

The following table presents our consolidated Adjusted EBITDA, Gross Profit, Gross Margin, Flight Profit and Flight Margin results:

	Year Ended December 31,
			2024			2023			% Change
		(in thousands, except percentages)
Net Loss			$	(27,307)		$	(56,076)		(51)	%
Adjusted EBITDA(1)			$	1,205		$	(16,633)		NM(2)
Gross Profit			$	40,652		$	22,458		81.0	%
Flight Profit(1)			$	58,919		$	42,122		39.9	%
Gross Margin			16.3		%	10.0		%
Flight Margin(1)			23.7		%	18.7		%

(1) See section titled “Reconciliations of Non-GAAP Financial Measures” for more information and reconciliations to the most directly comparable GAAP financial measure.

(2) Percentage not meaningful.

Comparison of the Years Ended December 31, 2024 and 2023

Net loss improved by $28.8 million for the year ended December 31, 2024 from $(56.1) million in the same period of 2023 to $(27.3) million in 2024. See Results of Operations for further discussion. Adjusted EBITDA improved by $17.8 million for the year ended December 31, 2024 from $(16.6) million in the same period of 2023 to $1.2 million in 2024. The improvement is primarily attributable to Adjusted EBITDA improvements of $8.6 million and $8.5 million in Passenger and Medical, respectively (refer to the discussion above), coupled with a $0.8 million decrease in Adjusted unallocated corporate costs and software development, mostly attributable to a $0.7 million decrease in staff costs and a $0.3 million decrease in professional services and insurance.

Gross Profit increased by $18.2 million, or 81%, for the year ended December 31, 2024 from $22.5 million in the same period of 2023 to $40.7 million in 2024. Flight Profit increased by $16.8 million, or 40%, for the year ended December 31, 2024 from

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$42.1 million in the same period of 2023 to $58.9 million in 2024. The increase was partially driven by a 10% increase in revenue coupled with lower effective cost of revenue per flight across all of Passenger product lines (Short Distance and jet flights) compared to the prior year period, attributable to improved pricing and improved load factor (in the by-the-seat products). The increase was also driven by improvements in Medical including: (i) increased volumes; (ii) higher revenue per flight hour; (iii) mix shift to dedicated aircraft, partially driven by our acquisitions of aircraft, which generally have lower operating costs per flight hour; and (iv) mix shift to ground revenue, which is, on average, higher margin versus air. These improvements in Medical were partially offset by reduced repositioning flight hours due to positioning owned aircraft closer to our clients, resulting in improved service for our customers.

Gross Margin increased from 10.0% in the year ended December 31, 2023 to 16.3% in the same period of 2024. Flight Margin increased from 18.7% in the year ended December 31, 2023 to 23.7% in the same period of 2024, attributable to lower effective cost of revenue per flight in both Passenger and Medical flights as described above under Flight Profit.

Reconciliation of Non-GAAP Financial Measures

~~Certain~~Adjusted EBITDA is a non-GAAP ~~measures~~measure ~~included~~that inhas ~~this report have~~ been derived from amounts calculated in accordance with GAAP, ~~but~~although ~~are~~it is not ~~themselves~~itself a GAAP ~~measures~~measure. ~~Blade~~Strata believes that ~~the~~Adjusted ~~non-GAAP~~EBITDA ~~measures discussed below,~~ viewed in addition to and not in lieu of our reported U.S. GAAP results, provide useful information to investors by providing a more focused measure of operating results, ~~enhance~~enhancing the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP measures presented herein may not be comparable to similarly titled measures presented by other companies. These include Adjusted EBITDA, Flight Profit and Flight Margin, which we define, explain the use of and reconcile to the nearest GAAP financial measure below.

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overall understanding of past financial performance and future prospects, and allowing for greater transparency with respect to a key metric used by management in its financial and operational decision making. The non-GAAP measure presented herein may not be comparable to similarly titled measures presented by other companies. Adjusted EBITDA is defined and reconciled to the nearest GAAP financial measure below.

Adjusted EBITDA

Adjusted EBITDA is defined as net loss from continuing operations adjusted to exclude: (1) depreciation and amortization,; (2) stock-based compensation,; (3) change in fair value of warrant liabilities, and other assets and liabilities; (4) interest income ~~and expense,~~ (5) income tax,; (6) realized gains and losses on short-term investments,; (7) impairment of intangible assets or property and equipment; and (8) certain other non-recurring items (shown below) that management does not believe are indicative of ~~ongoing~~the Company’s ongoing operating performance and would impact the comparability of results between periods. The Company believes the presentation of Adjusted EBITDA and Adjusted EBITDA as a percentage of revenue are relevant and useful for investors because it allows investors to view our performance in the same manner as the primary method used by management to evaluate performance and make decisions about allocating resources.


	Year Ended December 31,
		2025			2024
		(in thousands, except percentages)
Net loss from continuing operations		$	(20,066)		$	(16,161)
Add (deduct):
Depreciation and amortization		6,900			3,258
Stock-based compensation		16,958			18,471
Change in fair value of warrant liabilities		(4,278)			850
Change in fair value of assets and other liabilities		1,037			—
Realized loss from sales of short-term investments (1)		5,195			—
Interest income		(4,241)			(7,214)

Legal expenses and regulatory advocacy fees (2)		6,022			1,382




Impairment of property and equipment		1,655			—
M&A transaction costs and integration of the acquired company (3)		2,237			241
Reorganization and rebranding costs related to the sale of the Passenger business (4)		610			—
Corporate staff costs included in the sold Passenger business (5)		2,022			2,386


Other (6)		—			539
Adjusted EBITDA		$	14,051		$	3,752
Revenue		$	197,141		$	146,817
Adjusted EBITDA as a percentage of revenue		7.1		%	2.6		%

(1) Consists of realized loss on the sale of securities of Joby Aviation received as consideration in the Passenger business divestiture.

(2) Includes settlement costs and legal fees related to the Drulias class action lawsuit which the parties entered into a Stipulation of Settlement to fully resolve the matter in December 2025 (see “— Legal and Environmental” within Note 14 to the consolidated financial statements included in this Annual Report on Form 10-K). We consider this matter to be non-recurring and not representative of the legal and regulatory advocacy costs typically incurred in the ordinary course of business.

(3) Consists of M&A transaction costs, including legal fees and professional fees related to financial, legal, and tax due diligence; and costs of integrating Keystone into a public company environment, including SOX compliance, preparation of standalone audited financial statements and pro forma financial information required for significant acquisitions (as defined by the SEC), enterprise resource planning migration, and software development costs to enhance Keystone’s internally developed software to meet internal control standards.

(4) Consists of costs incurred in the process of decommissioning the Blade brand and introducing the Strata brand, including consultant fees, fleet rebranding, software application costs, as well as accounting fees associated with the carve-out and additional SEC filings required following the sale of the Passenger business.

(5) Represents corporate staff costs related to employees who transferred to Joby Aviation following the sale of the Passenger business on August 29, 2025. This adjustment is intended to enhance period-to-period comparability by excluding from all periods, costs associated with transferred employees whose corporate functions were not replaced. Under U.S. GAAP (ASC 205-20), these costs were required to remain in continuing operations prior to the divestiture because they were not directly attributable to discontinued operations.

(6) For the year ended December 31, 2024, consists of SOX readiness costs of $399 and executive severance costs of $140.

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	Year Ended December 31,
		2024			2023
		(in thousands)
Net loss		$	(27,307)		$	(56,076)
Add (deduct):
Depreciation and amortization		5,962			7,111
Stock-based compensation		19,995			12,501
Impairment of intangible assets		5,759			20,753
Change in fair value of warrant liabilities		850			(2,125)
Realized gain from sales of short-term investments		—			(8)
Interest income		(7,214)			(8,442)
Income tax benefit		(255)			(1,466)
Legal and regulatory advocacy fees (1)		1,713			686
Executive severance costs		140			447
SOX readiness costs		399			252
Contingent consideration compensation (earn-out) (2)		—			9,734
M&A transaction costs		241			—
Gain on lease modification (3)		(519)			—
Restructuring costs (4)		1,441			—
Adjusted EBITDA		$	1,205		$	(16,633)
Revenue		$	248,693		$	225,180
Adjusted EBITDA as a percentage of revenue		0.5		%	(7.4)		%

(1) Includes legal advocacy fees that we do not consider representative of legal and regulatory advocacy costs that we will incur from time to time in the ordinary course of our business. For the year ended December 31, 2024, these costs primarily related to the Drulias lawsuit (see “— Legal and Environmental” within Note 12 to the consolidated financial statements included in this Annual Report for additional information) and to the proposed restrictions at East Hampton Airport. For the year ended December 31, 2023, these costs primarily related to certain proposed restrictions at East Hampton Airport and the potential operational restrictions on large jet aircraft at Westchester Airport

(2) Represents contingent consideration in connection with the Trinity acquisition; 2023 was the last year subject to an earn-out payment.

(3) Gain from derecognition of the embedded lease following the amendment of the Aircraft Operator Agreement (see Note 6 to the consolidated financial statements included in this Annual Report for additional information); excluded from Adjusted EBITDA as a non-cash gain not indicative of ongoing operating performance or comparable between periods.

(4) Includes severance, retention, legal and other one-time restructuring costs associated with a reorganization of Blade Europe and one-time termination fee of Blade Canada routes.

Flight Profit and Flight Margin

Flight Profit is calculated as revenue less cost of revenue. Flight Margin is calculated as Flight Profit divided by revenue. Flight Profit and Flight Margin are measures that management uses to assess the performance of the business. Blade believes that Flight Profit and Flight Margin provide a useful measure of the profitability of the Company's flight and ground operations, as they focus solely on the non-discretionary direct costs associated with generating revenue such as third-party variable costs and costs of owning and operating Blade’s owned aircraft.

Gross Profit and Gross Margin

Gross Profit, which is the most directly comparable GAAP financial measure to Flight Profit, is calculated as revenue less cost of revenue and other costs directly related to revenue generating transactions, including credit card processing fees, real estate depreciation and intangibles amortization, direct staff costs including stock-based compensation, commercial costs and establishment costs. Gross Margin is calculated as Gross Profit divided by revenue. The reconciliation of Gross Profit to Flight Profit can be found in the table below.

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Reconciliation of Gross Profit to Flight Profit

	Year Ended December 31,
		2024			2023
		(in thousands, except percentages)
Revenue		$	248,693		$	225,180
Less:
Cost of revenue (1)		189,774			183,058
Depreciation and amortization (2)		3,422			6,361
Stock-based compensation		185			193
Other (3)		14,660			13,110
Gross Profit		$	40,652		$	22,458
Gross Margin		16.3		%	10.0		%
Gross Profit		$	40,652		$	22,458
Reconciling items:
Depreciation and amortization (2)		3,422			6,361
Stock-based compensation		185			193
Other (3)		14,660			13,110
Flight Profit		$	58,919		$	42,122
Flight Margin		23.7		%	18.7		%

(1) Cost of revenue consists of flight costs paid to operators of aircraft and vehicles, landing fees, depreciation of aircraft and vehicles, operating lease cost, internal costs incurred in generating organ ground transportation revenue using the Company's owned vehicles and costs of operating our owned aircraft including fuel, management fees paid to the operator, maintenance costs and pilot salaries.

(2) Real estate depreciation and intangibles amortization included within general and administrative.

(3) Other costs include credit card processing fees, direct staff costs (primarily customer facing, logistics and coordination personnel), commercial costs and establishment costs.

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Liquidity and Capital Resources

Sources of Liquidity

As of December 31, ~~2024~~2025 and ~~2023~~2024, we had total liquidity of $~~127~~61.12 million and $~~166~~124.18 million, respectively, consisting of cash and cash equivalents of $1831.40 million and $2716.91 million, respectively, and short-term investments of $~~108~~30.83 million and $~~138~~108.38 million, respectively. In addition, as of December 31, ~~2024~~2025 and ~~2023~~2024, we had restricted cash of $10.3 million and $10.13 million, respectively. As of December 31, ~~2024~~2025, $~~108~~30.83 million of short-term investments consisted of securities that are traded in highly liquid markets. The Company had net income of $41.3 million for the year ended December 31, 2025. During the year ended December 31, 2025, we realized net proceeds of $70.2 million from the sale of Buyer Shares received from the sale of the Passenger business.

With $~~127~~61.12 million of total liquid funds as of December 31, ~~2024~~2025, we anticipate that we have sufficient funds to meet our current operational needs for at least the next 12 months from the date ~~of filing~~ this Annual Report is filed. Although we have not historically sought external sources of financing to help fund our operational needs, in January 2026 we entered into a revolving credit facility (the “ABL Facility”) backed by our accounts receivable, that provides additional liquidity and financial flexibility. This facility provides for borrowings of up to $30.0 million and includes an accordion feature permitting increases of up to an additional $20.0 million, subject to lender consent and other conditions.We may also, in the future, seek to take advantage of market opportunities to obtain additional financing on terms we deem attractive. The ABL Facility matures on January 30, 2029.

Borrowings under the ABL Facility bear interest, at the Company’s election, at either (i) an adjusted term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 2.00% or (ii) a floating SOFR-based rate plus an applicable margin of 2.00%. The Company is also required to pay a commitment fee of 0.25% per annum on the unused portion of the facility. For further information on the ABL Facility, refer to Note 18 – “Subsequent Events” in the consolidated financial statements included in this Annual Report on Form 10-K.

Liquidity Requirements

As of December 31, ~~2024~~2025, the Company had net working capital of $~~138~~106.04 million, cash and cash equivalents of $1831.40 million and short-term investments of $~~108~~30.~~8 million. The Company had net losses of $27.~~3 million ~~and $56~~.1 ~~million for the years ended December 31, 2024 and 2023, respectively.~~

In the course of our business, we have certain contractual relationships with third-party aircraft operators pursuant to which we may be contingently required to make payments in the future. As of December 31, ~~2024~~2025, we had commitments to purchase flights from various aircraft operators with aggregate minimum flight purchase guarantees ofunder ~~$5.8~~CPAs ~~million~~of ~~and~~ $52.46 million for the ~~years~~year ending December 31, ~~2025 and~~ 2026~~, respectively, $5~~.0 million and $5.4 million, respectively, of which may be cancelled by us immediately if a government authority enacts travel restrictions and $1.6 million and $0.0 million, respectively, of which could be terminated by Blade for convenience upon 60 days’ notice with the annual minimum guarantee being pro-rated as of the termination date. See “—Capacity Purchase Agreements” ~~(“CPAs”)~~ within Note 1214 to the consolidated financial statements included in this Annual Report ~~for~~on ~~additional~~Form ~~information~~10-K ~~and~~ for ~~information~~additional ~~about future periods~~information. Additionally, the Company has operating lease obligations related to real estate and vehicles with expected annual minimum lease payments of $2.0.6 million ~~and~~in ~~$1.8~~each ~~million~~of ~~for~~2026 ~~the~~and ~~years~~2027. ~~ending~~In ~~December~~January 312026, ~~2025~~the ~~and~~Company ~~2026,~~entered ~~respectively.~~into ~~See~~an ~~Note~~agreement 6to ~~“Right-of-Use~~purchase ~~Asset~~an ~~and~~additional ~~Operating~~aircraft ~~Lease~~for ~~Liability”~~a topurchase ~~the~~price ~~consolidated~~of ~~financial~~$3.8 ~~statements~~million, ~~included~~of inwhich ~~this~~a ~~Annual~~$0.2 ~~Report~~million ~~for~~deposit ~~additional~~was ~~information~~paid ~~and~~during ~~for~~the ~~information~~year ~~about~~ended ~~future~~December ~~periods~~31, 2025.

We ~~have~~may ~~non-cancellable~~be ~~commitments~~required ~~which primarily relate~~ to ~~cloud~~make ~~services~~earn-out ~~and~~payments ~~other~~in ~~items~~connection inwith the ~~ordinary~~acquisition ~~course~~ of ~~business.~~Keystone ~~The~~Perfusion ~~amounts~~Services, ~~are~~LLC, ~~determined~~and ~~based~~may onbe ~~the~~entitled ~~non~~to receive earn-~~cancellable~~out ~~quantities~~proceeds toin ~~which~~connection wewith ~~are~~the ~~contractually~~Passenger ~~obligated~~business divestiture. InThe ~~December~~fair ~~2023,~~value of the ~~Company~~related ~~entered~~contingent ~~into~~consideration aassets ~~technology~~and ~~service~~liabilities ~~agreement~~is ~~with~~reflected ain ~~vendor~~the ~~for~~consolidated ~~cloud~~balance ~~computing~~sheets. ~~services~~See ~~where~~Notes we4 ~~are~~and ~~committed~~5, respectively, to ~~spend~~the ~~$1.0 million~~consolidated ~~and~~financial ~~$1.6 million~~statements ~~for~~included ~~the~~in ~~years~~this ~~ending~~Annual ~~December~~Report ~~31,~~on ~~2025~~Form ~~and~~10-K ~~2026,~~for ~~respectively.~~additional information.

OnBased ~~March~~on ~~20,~~our ~~2024~~current liquidity, we ~~announced~~believe that ~~our~~no ~~Board~~additional ofcapital ~~Directors~~will ~~had~~be ~~authorized~~needed ~~a stock repurchase program, pursuant~~ to ~~which~~execute ~~the~~our ~~Company~~current ~~may~~business ~~repurchase,~~plan ~~from~~over ~~time to time, up to an aggregate of $20.0 million of~~ the ~~Company's~~next ~~common~~12 ~~stock, exclusive of any fees, commissions or other expenses related to such repurchases~~months. ~~During~~Our ~~the~~longer-term ~~year~~liquidity ~~ended~~requirement December 31, 2024, the Company repurchased $0.2 million of common stock pursuant to this program ending with a remaining potential repurchase capacity under the program of approximately $19.8 million. No shares were repurchased in the quarter ended December 31, 2024. The timing and actual number of shares repurchased will depend on amany ~~variety of~~ factors, including ~~corporate and regulatory requirements, price and other market conditions and management’s determination as to~~ the ~~appropriate~~pace ~~use~~ of our ~~cash.~~expansion ~~Our~~into ~~stock~~new ~~repurchases~~markets, ~~have~~our ~~been~~ability ~~funded~~to ~~with~~attract ~~cash on hand~~ and weretain ~~intend~~customers tofor ~~continue~~our ~~funding~~existing ~~future~~services, ~~repurchases~~capital ~~with~~expenditures ~~existing~~and ~~cash~~acquisitions.

We expect to incur net losses in the short term, as we continue to execute our strategic initiatives. Based on our current liquidity, we believe that no additional capital will be needed to execute our current business plan over the next 12 months. Our longer term liquidity requirement will depend on many factors including the pace of our expansion into new markets, our ability to attract and retain customers for our existing products, capital expenditures and acquisitions.47

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Cash Flows

The cash flows of the discontinued Passenger business have not been separately presented and are included in the consolidated statements of cash flows and the discussions below for all periods presented.

For 2025, Passenger cash flows are reflected from January 1 through the August 29, 2025 divestiture date, after which the related assets and liabilities were derecognized. Cash flows of Keystone are included beginning on the September 16, 2025 acquisition date. As a result, period-over-period changes may not be directly comparable and should be evaluated in light of the divestiture and acquisition.

The following table summarizes our cash flows for the periods indicated:

	Year Ended December 31,
	2024		2023
	2025		2024
	(in thousands)
Net cash used in operating activities	$	(248,~~519~~914)	$	(322,~~349~~519)
Net cash (used in) / provided by investing activities	(169,~~016)~~750		17(1,~~089~~016)
Net cash used in financing activities	(58,~~759~~912)		(765,759)
Effect of foreign exchange rate changes on cash balances	(80339)		(6680)
Net decrease in cash and cash equivalents and restricted cash	$	(9,374)	$	(15,402)
Net increase (decrease) in cash and cash equivalents and restricted cash	$	11,585	$	(9,374)

Cash Used In Operating Activities

For the year ended December 31, ~~2024~~2025, net cash used in operating activities was $248.59 million, driven by a net ~~loss~~income of $2741.3 million ~~and $3.0 million of cash used for working capital requirements~~, adjusted for net non-cash items ~~consisting~~ of ~~stock-based~~$29.5 ~~compensation~~million; ~~expense~~transaction ofcosts ~~$19.9~~paid ~~million,~~related ~~impairment~~to the sale of ~~intangible~~the ~~assets~~Passenger business of $57.84 million,; ~~depreciation~~$44.3 ~~and~~million ~~amortization~~Keystone ofacquisition ~~$6.0~~consideration ~~million,~~for ~~non-cash~~the ~~accretion~~settlement of ~~interest~~seller-assumed ~~income~~liabilities on(which ~~held-to-maturity~~were ~~securities~~directed ofto ~~$4.0~~third ~~million,~~parties ~~loss~~and ~~from~~therefore ~~change~~classified inwithin ~~fair~~operating ~~value~~activities ofand ~~warrant~~not ~~liabilities~~within ofinvesting ~~$0.9~~activities); ~~million,~~and ~~deferred~~net ~~tax~~cash ~~benefit~~used of $09.31 million ~~and~~from ~~gain~~changes onin ~~lease~~working ~~modification~~capital ofassets ~~$0.6~~and ~~million~~liabilities. The $39.01 million ofnet cash used ~~for~~from changes in working capital ~~requirements~~ was primarily driven by: aan ~~decrease~~increase of $12.0 million in accounts ~~payable~~receivable ~~and~~(attributable ~~accrued~~to ~~expenses~~revenue ofgrowth and $82.31 million, ~~driven~~attributable byto ~~the~~Passenger ~~cash~~business ~~payment~~activity ~~for~~prior ~~the~~to ~~Trinity contingent consideration compensation in~~ the ~~first~~sale); ~~quarter,~~ an increase ~~in accounts receivable~~ of $1.07 million ~~(attributable to the revenue growth~~ in ~~the~~prepaid ~~Medical segment)~~ and aother ~~decrease~~current inassets ~~deferred~~driven ~~revenue~~by timing of ~~$0.1~~operator ~~million~~prepayments; partially offset by aan ~~decrease~~increase of $2.4 million in ~~prepaid~~accounts ~~expenses~~payable and ~~other~~accrued ~~current~~liabilities ~~assets~~ of $61.45 million ~~(driven~~attributable byto Passenger business activity prior to the ~~utilization~~sale of and $90.39 million increase in cost of ~~prepaid~~revenue; ~~deposits~~an ~~under~~increase ~~CPAs~~of ~~with~~$1.7 ~~M&N~~million ~~Equipment,~~in ~~LLC~~deferred asrevenue ~~part~~attributable ofto ~~the~~Passenger ~~purchase~~business ofactivity ~~seven~~prior ~~aircraft,~~to ~~slightly~~the ~~offset~~sale byand ~~new~~representing client prepayments; ~~made~~and toa ~~operators~~decrease inof ~~connection~~$0.7 ~~with~~million ~~new~~in ~~CPAs)~~other non-current assets.

For the year ended December 31, ~~2023~~2024, net cash used in operating activities was $322.35 million, ~~primarily~~ driven by a net loss of $5627.13 million ~~and $6.7 million cash used for working capital requirements~~, ~~adjusted~~net ~~for~~ non-cash items ~~consisting~~ of ~~impairment of intangible assets of~~ $2027.89 million, ~~stock-based~~and ~~compensation~~net ~~expense of~~ $123.50 million, ~~depreciation and amortization~~ of ~~$7.1 million, non-~~cash ~~accretion~~used ofby ~~interest~~changes ~~income on held-to-maturity securities of $6.5 million, income from change~~ in ~~fair~~our ~~value~~working ofcapital ~~warrant~~assets ~~liabilities~~and ~~of $2~~liabilities.1 ~~million,~~The ~~and~~net acash ~~deferred~~used ~~tax benefit~~ of $13.50 million. ~~The~~from ~~$6.7~~changes ~~million~~in ~~cash~~our ~~used for~~ working capital ~~requirements~~assets and liabilities was primarily driven by ana ~~increase~~decrease in accounts ~~receivable~~payable and accrued expenses of $108.3 million, due to the ~~rapid~~cash ~~growth~~payment infor the ~~Medical~~Trinity ~~segment,~~contingent ~~and~~consideration ancompensation ~~increase~~ in ~~prepaid~~the ~~expenses~~first ~~and~~quarter, ~~other~~an ~~current~~increase ~~assets~~in accounts receivable of $61.0 million, ~~driven~~(attributable byto ~~prepayments~~revenue togrowth) ~~operators~~and a decrease in ~~connection~~deferred ~~with~~revenue ~~capacity~~of ~~purchase~~$0.1 ~~agreements~~million; partially offset by ana ~~increase~~decrease in ~~accounts~~prepaid ~~payable~~expenses and ~~accrued~~other ~~expenses~~current assets of $96.04 million, (driven by the ~~accrual~~utilization ~~for~~of ~~the~~$9.3 ~~Trinity~~million ~~contingent~~of ~~consideration~~prepaid ~~compensation~~deposits ~~payment~~under ~~and~~CPAs ~~for~~with M&N Equipment, LLC as part of the ~~2023~~purchase ~~short~~of ~~term~~seven ~~incentive~~aircraft ~~plan,~~partially ~~and~~offset anby ~~increase~~new prepayments made to operators in ~~lease~~connection ~~liabilities~~with ofnew $0CPAs).~~4 million.~~

Cash ~~(Used In) /~~ Provided by Investing Activities

For the year ended December 31, ~~2024~~2025, net cash ~~used~~provided inby investing activities was $169.08 million, driven by $~~143~~70.32 million inof ~~purchases~~proceeds offrom ~~held-to-maturity~~the ~~investments;~~sale ~~$30.9~~of ~~million~~Buyer Shares received in ~~purchases~~connection ofwith ~~property~~the ~~and~~sale ~~equipment,~~of ~~consisting~~the ~~primarily~~Passenger ofbusiness and $27226.12 million inof ~~the~~proceeds ~~acquisition~~from maturities of ~~ten~~held-to-maturity ~~aircraft~~investments; ~~and~~partially ~~related~~offset ~~capitalized~~by ~~maintenance~~$146.3 ~~costs,~~million ~~utilized~~in bypurchases ~~the~~of ~~Medical~~held-to-maturity ~~segment~~investments, ~~with~~$66.5 ~~the~~million ~~remaining~~in cash consideration paid in ~~furniture~~connection ~~and~~with ~~fixtures~~the ~~(for~~Keystone ~~new~~acquisition, ~~office~~$9.7 ~~space~~million in ~~Arizona~~purchases ~~used~~of byproperty ~~the~~and ~~Medical segment)~~equipment, ~~and~~consisting ~~purchase~~primarily of ~~vehicles~~a ~~utilized~~spare byengine, ~~the~~aircraft ~~Medical~~capitalized ~~segment~~maintenance ~~for~~costs, ~~organ~~and vehicles for ground ~~transportation;~~

Filing Compare · Strata Critical Medical, Inc.