Blade Air Mobility (BLDE) S-4Registration of securities issued in business combination transactions

Please note that you will only be able to access the special meeting by means of remote communication.

Proposal No. 4 — To consider and vote on a proposal to approve and adopt the 2021 Omnibus Incentive Plan (the “Incentive Plan”) and the material terms thereunder, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement/prospectus/​consent solicitation statement as Annex E;

Proposal No. 6 — To consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq (as defined below) Rules 5635(a), (b) and (d), the issuance

Each of these proposals is more fully described in the accompanying proxy statement/prospectus/​consent solicitation statement, which we encourage you to read carefully and in its entirety before voting. Only holders of record of EIC common stock at 5:00 p.m. (New York City time) on [•], 2021 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. If any of these proposals is not approved, or the consent of the requisite Blade stockholders is not received, we will not consummate the Transactions.

Pursuant to EIC’s current certificate of incorporation, a holder of public shares may demand that EIC redeem such shares for cash if the business combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they:

If the business combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption and votes “FOR” or “AGAINST” the business combination proposal, EIC will redeem each public share for a full pro rata portion of the funds held in the trust account holding the proceeds from EIC’s initial public offering, calculated as of two business days prior to the consummation of the business combination. Holders of units must elect to separate the underlying public shares and Public Warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact EIC’s transfer agent directly and instruct them to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote “FOR” the business combination proposal.

All EIC stockholders are cordially invited to attend the special meeting and we are providing the accompanying proxy statement/prospectus/consent solicitation statement and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy from your broker or bank.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

[•], 2021

Unless otherwise stated in this proxy statement/prospectus/consent solicitation statement or the context otherwise requires, references to:

The questions and answers below highlight only selected information from this proxy statement/prospectus/​consent solicitation statement and only briefly address some commonly asked questions, which are grouped into the following three categories: (a) Questions and Answers About the Proposed Business Combination; (b) Questions and Answers About the Special Meeting and the Proposals to be Presented at the Special Meeting; and (c) Questions and Answers About the Blade Consent Solicitation. The following questions and answers do not include all the information that is important to you. EIC and Blade stockholders are urged to read carefully this entire proxy statement/prospectus/consent solicitation statement, including the Annexes and the other documents referred to herein, to fully understand the proposed business combination, the voting procedures for the special meeting and the procedures for the consent solicitation.

EIC and Blade have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus/consent solicitation statement. A copy of the Merger Agreement is attached hereto as Annex A, and EIC and Blade encourage their stockholders to read it in its entirety.

This document constitutes a proxy statement of EIC, a prospectus of EIC and a consent solicitation statement of Blade.

This document is a prospectus because EIC, in connection with the Merger, is offering 35,625,000 shares of EIC Class A common stock (which amount assumes all of the EIC Options are net exercised) as Merger Consideration.

This proxy statement/prospectus/consent solicitation statement and its Annexes contain important information about the proposed business combination and the other matters to be acted upon at the special meeting. You should read this proxy statement/prospectus/consent solicitation statement and its Annexes carefully and in their entirety.

Your vote (in the case of EIC stockholders) or consent (in the case of Blade stockholders) is important. You are encouraged to submit your proxy or consent, as applicable, as soon as possible after carefully reviewing this proxy statement/prospectus/consent solicitation statement and its Annexes.

On September 17, 2019, EIC consummated its initial public offering of 27,500,000 units, including 2,500,000 units under the underwriters’ over-allotment option, with each unit consisting of one share of EIC Class A common stock and one-third (1/3) of one Public Warrant, each whole Public Warrant entitling the holder thereof to purchase one share of EIC Class A common stock for $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $275,000,000.

Blade is a technology-powered, air mobility platform committed to reducing travel friction by providing cost-effective air transportation alternatives to some of the most congested ground routes in the U.S. and abroad.

Based on its due diligence investigations of Blade and the industry in which it operates, including the financial and other information provided by Blade in the course of their negotiations in connection with the Merger Agreement, EIC believes that Blade is positioned for a leadership position in air mobility with a significant total addressable market and growth expansion opportunities and strong management team that will benefit from the consummation of the Transactions and infusion of additional capital improving Blade’s ability to grow.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, EIC will acquire Blade through the merger of Merger Sub with and into Blade, with Blade continuing as the surviving entity, which merger we refer to as the “Merger.”

We also use the term “business combination” in this proxy statement/prospectus/consent solicitation statement to refer to the combination of Blade and EIC into a single business.

Yes. We intend to apply to continue the listing of the EIC Class A common stock and Public Warrants on Nasdaq. In connection with the business combination, EIC will change its name to [•] and the EIC Class A common stock and Public Warrants will begin trading on the Nasdaq under the symbols “BLDE” and “BLDEW” respectively. As a result, our publicly traded units will separate into the component securities upon consummation of the business combination and will no longer trade as a separate security.

Based on the Merger Consideration of 35,625,000 shares of EIC Class A common stock in the aggregate and 34,375,000 shares of EIC’s common stock outstanding as of the date hereof, upon completion of Transactions it is expected that: (i) EIC’s public stockholders (other than the PIPE Investors) will retain an ownership interest of approximately 33.3% in the post-combination company; (ii) the PIPE Investors (other than the Sponsor and its affiliates) will own approximately 12.7% of the post-combination company; (iii) the Sponsor (and its affiliates) will own approximately 10.8% of the post-combination company; and (iv) current holders of Blade Stock and Blade Options will collectively own approximately 43.2% of the post-combination company (excluding shares purchased by current Blade stockholders in the PIPE Investment). These levels of ownership interest: (a) exclude the impact of the shares of EIC Class A common stock underlying the warrants and those reserved for issuance under the Incentive Plan, and (b) assume that no EIC public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in the trust account and that 35,625,000 shares of EIC Class A common stock are issued as Merger Consideration and are outstanding as of the closing of the Merger (which assumes all EIC Options have been exercised and the payment of the exercise price for such EIC Options is net settled).

While the Merger Consideration consists entirely of securities of EIC, the Merger Agreement provides that the consummation of the Transactions is conditioned upon, among other things, (a) after taking into account the PIPE Investment and after giving effect to exercise by the holders of the public shares of their right to redeem their shares of EIC Class A common stock into their pro rata share of the trust account in accordance with EIC’s certificate of incorporation, immediately prior to Closing and without giving effect to any of the other Transactions (and without deducting expenses related to the

EIC will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus/consent solicitation statement contains important information about the proposed business combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal. If any of these proposals is not approved, or the consent of the requisite Blade stockholders is not received, we will not consummate the Transactions.

A majority of the voting power of all issued and outstanding shares of EIC’s common stock entitled to vote as of the record date at the special meeting must be present via the virtual meeting platform, or represented by proxy, at the special meeting to constitute a quorum and in order to conduct business at the special meeting. Abstentions will be counted as present for the purpose of determining a quorum. As of the record date for the special meeting, 17,187,501 shares of our common stock would be required to be present at the special meeting to achieve a quorum.

The Sponsor and EIC’s officers and directors will count toward this quorum and have agreed to vote the Founder Shares and any public shares purchased during or after the EIC IPO in favor of the business combination proposal (and the other proposals included in this proxy statement/prospectus/consent solicitation statement).

The approval of the charter proposal requires the affirmative vote of holders of a majority of EIC’s outstanding shares of common stock entitled to vote thereon at the special meeting. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “AGAINST” such proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of EIC’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the seven (7) director nominees who receive the most affirmative votes will be elected. EIC stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, an EIC stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on such proposal.

Our Sponsor has agreed to vote the Founder Shares in favor of the business combination proposal and the other proposals to be presented at the special meeting. The Sponsor owns 20% of our outstanding shares of common stock. Accordingly, if all of our outstanding shares of common stock were to be voted at the special meeting, we would need the affirmative vote of approximately 38% of the remaining shares of our outstanding common stock to approve the business combination proposal.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Under EIC’s current certificate of incorporation, the business combination may be consummated only if EIC has at least $5,000,001 of Net Tangible Assets.

Holders of units must elect to separate the underlying public shares and Public Warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact EIC’s transfer agent directly and instruct them to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote “FOR” the business combination proposal.

Any holder of public shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the funds held in the trust account (which, for illustrative purposes, was approximately $[•] (or $[•] per share) as of [•], 2021, the record date for the special meeting). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the business combination. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of EIC’s public stockholders exercising redemption rights, regardless of whether such holders vote “FOR” or “AGAINST” the business combination proposal.

Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the business combination proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to 5:00 p.m. (New York City time) on [•], 2021. If you deliver your shares for redemption to EIC’s transfer agent and later decide not to elect redemption, you may request that EIC’s transfer agent return the shares (physically or electronically). You may make such request by contacting EIC’s transfer agent at the address listed at the end of this section and must do so no later than 5:00 p.m. (New York City time) on [•], 2021.

Any corrected or changed proxy card must be received by EIC’s transfer agent prior to the vote taken on the business combination proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the special meeting.

If a holder of public shares votes “FOR” or “AGAINST” the business combination proposal and demand is properly made as described above, then, if the business combination is consummated, EIC will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your shares of EIC Class A common stock for cash.

EIC’s public stockholders may vote in favor of the business combination and still exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a

If EIC does not complete the business combination with Blade for whatever reason, EIC would search for another target business with which to complete a business combination. If EIC does not complete a business combination with Blade or another target business by September 17, 2021 (the end of the completion window), EIC must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the trust account divided by the number of outstanding public shares. The Sponsor has no redemption rights in the event a business combination is not effected in the completion window, and, accordingly, the Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to EIC’s outstanding warrants. Accordingly, the warrants will be worthless.

The special meeting will be held via live webcast at [•] [a][p].m. (New York City time) on [•], 2021. The special meeting can be accessed by visiting https://[•] where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

If you are a holder of record of EIC common stock on [•], 2021, the record date for the special meeting, you may vote at the special meeting via the virtual meeting platform or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote, obtain a proxy from your broker, bank or nominee.

The Blade Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Merger. The members of the Blade Board have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that its experience and backgrounds, together with the assistance of management and Blade’s financial advisor (Credit Suisse Securities (USA) LLC), enable the Blade Board to make the necessary analysis and determinations regarding the Merger. In addition, Blade’s advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the Blade Board and management team (after consultation with advisors) in valuing the Merger in the context of that collective experience.

Blade’s executive officers and certain non-employee directors may have interests in the Merger that may be different from, or in addition to, the interests of Blade’s stockholders generally. These interests may cause the directors and executive officers of Blade to view the Merger differently than Blade’s stockholders generally may view them. The Blade Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and the Merger, and in recommending that the Merger Agreement and the Merger be approved by Blade’s

If you hold shares of Blade Common Stock or Blade Preferred Stock as of 5:00 p.m. (New York City time) on the Blade record date and you wish to submit your consent, you must fill out the written consent to be furnished to you, date and sign it, and promptly return it to Blade. Once you have completed, dated and signed your written consent, deliver it to Blade by faxing your written consent to Blade, Attention: General Counsel, at (212) 967-1009 by emailing a .pdf copy of your written consent to investors@flyblade.com or by mailing your written consent to Blade at [•].

Blade does not intend to hold a stockholders’ meeting to consider the Merger and, unless Blade decides to hold a stockholders’ meeting for such purposes, you will be unable to vote in person by attending a stockholders’ meeting.

The Blade Board has set [•] [a][p].m. (New York City time) on [•], 2021 as the targeted final date for the receipt of written consents. Blade reserves the right to extend the final date for the receipt of written consents beyond [•], 2021. Any such extension may be made without notice to Blade stockholders.

Therefore, a failure of any other Blade stockholder to deliver a written consent is not expected to have any effect on the approval of the Merger, the Merger Agreement and the Transactions.

The Merger has been approved by the Blade Board. If it is approved by the holders of a majority of outstanding shares of Blade Preferred Stock and a majority-in-interest of the Blade founders in compliance with the Blade Amended and Restated Voting Agreement, and assuming that the Blade stockholders will own less than a majority of the outstanding shares of stock of EIC after the closing of the Transactions, the Merger will constitute a “Change of Control Transaction” under the Blade Amended and Restated Voting Agreement. Holders of at least a majority of outstanding shares of Blade Preferred Stock and a majority-in-interest of the Blade founders have committed to vote in favor of the Merger pursuant to the Support Agreements.

This proxy statement includes statements that express EIC’s and Blade’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of 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 a number of places throughout this proxy statement/​prospectus/consent solicitation statement and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Transactions, the benefits of the Transactions, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which Blade operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting EIC and Blade. Factors that may impact such forward-looking statements include:

We have incurred significant losses since inception. While we currently generate revenue from the sale of air transportation, it is difficult for us to predict our future operating results. As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase profitability. Further, our future growth is heavily dependent upon the availability of EVA. There can be no assurance that regulatory approval and availability of EVA, or consumer acceptance of EVA, will occur in a timely manner, if at all. In addition, there may be additional costs associated with the initial build out of EVA infrastructure needed to service our routes and we cannot be sure that EVA will result in expected cost savings or efficiencies, which could in turn affect our profitability.

The COVID-19 outbreak, along with the measures governments and private organizations worldwide have implemented in an attempt to contain the spread of this pandemic, have resulted in a severe decline in demand for air travel and have adversely affected our business, operations and financial condition to an unprecedented extent. Measures such as travel restrictions, “shelter in place” and quarantine orders, limitations on public gatherings, cancellation of public events and many other restrictions have resulted in a precipitous decline in demand for business and leisure travel generally, including demand for our air mobility services. For example, historically our business has been comprised of business travel and commuter traffic, which largely has been replaced by “virtual meeting” and teleconferencing products or become unnecessary as a result of the significant number of people now working from home.

As a result of COVID-19, we paused our New York airport transfer service beginning in March 2020 and significantly reduced the number of our Northeast commuter flights. As a result of the substantial decline in demand for our services, we also reduced our employee headcount. In addition, we did not renew agreements with certain of our operators for charter services, and there is no guarantee that we will be able to enter into new agreements with such operators and corporate customers when flight operations resume. The duration and severity of the COVID-19 pandemic remain uncertain, and there can be no assurance that these actions will sustain our business and operations through this pandemic.

On April 8, 2020, we received a loan in the principal amount of approximately $1,200,000 through the Paycheck Protection Program under the CARES Act. We used the proceeds of the PPP Loan to help sustain our employee payroll costs and rent due to the impact of the COVID-19 pandemic. There can be no assurance that similar government-backed loans or other assistance would be available to us in the future if our other sources of liquidity, including operating revenue, are not sufficient to meet our cash requirements.

Additional challenges to the adoption of EVA, all of which are outside of our control, include:

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 may be viewed positively from one group’s perspective (such as fliers) 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. If we fail to balance the interests of third-party aircraft operators and fliers or make changes that they view negatively, third-party aircraft operators and fliers may stop using our platform or take fewer flights, any of which could adversely affect our reputation, brand, business, financial condition and results of operations.

Through our marketing, advertising, and communications with fliers, we set the tone for our brand as aspirational but also within reach. We strive to create high levels of flier satisfaction through the experience we provide in our terminal lounges and the support provided by our Flier Experience team and Flier Relations representatives. The ease and reliability of our offerings, including our ability to provide high-quality flier support, helps us attract and retain fliers. Fliers depend on our “Flier Relations” team to resolve any issues relating to our services, such as leaving something in a third-party aircraft operator’s vehicle, flight cancellations or scheduling changes. Our ability to provide effective and timely support is largely dependent on our ability to attract and retain skilled Flier Relations employees who can support fliers and are sufficiently knowledgeable about our services. As we continue to grow our business and improve our platform, we will face challenges related to providing quality support at scale. Any failure to provide efficient flier support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, brand, business, financial condition and results of operations.

Our success depends in part on maintaining a high daily aircraft usage rate (i.e., the number of revenue generating hours flown on average in a day), which can be achieved in part by reducing turnaround times at heliports and airports. Aircraft usage rate is reduced by delays caused by a variety of factors, many of which are beyond our control, including adverse weather conditions, security requirements, air traffic congestion and unscheduled maintenance. Reduced aircraft usage rates may limit our ability to achieve and maintain profitability as well as lead to customer dissatisfaction.

Our success also depends on our ability to generate more revenue per flight by maintaining high flier utilization rates (i.e., the number of seats purchased on each flight). Flier utilization rates may be reduced by a variety of factors, including the introduction of new routes or schedules. In some cases, we may choose

Natural disasters, including tornados, hurricanes, floods and earthquakes, and severe weather conditions, such as heavy rains, strong winds, dense fog,blizzards or snowstorms, may damage our facilities, those of third-party aircraft operators or otherwise disrupt flights into or out of the airports from which our flights arrive or depart. For example, our New York and Massachusetts operations are subject to severe winter weather conditions, our Los Angeles operations are subject earthquakes, El Niño conditions and high winds, and our Miami operations are subject to tropical storms and hurricanes. Less severe weather conditions, such as rainfall, snowfall, fog, mist, freezing conditions or extreme temperatures, may also impact the ability for flights to occur as planned, which could reduce our sales and profitability and may result in additional expenses related to rescheduling of flights.

Our success depends, in part, on our ability to protect our proprietary intellectual property rights, including certain technologies we utilize in arranging air transportation. 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 chosen not to register any of our copyrights. 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, if successful, may potentially 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

We use open source software in connection with our platform, 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 assure you that all open source software is reviewed prior to use in our platform, that our developers have not incorporated open source software into our platform 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.

In order to operate our existing and proposed flight schedule and, where desirable, add service along new or existing routes, we must be able to maintain or obtain space for passenger terminals. As airports and heliports around the world become more congested, it may not be possible for us to ensure that our plans for new service can be implemented in a commercially viable manner, given operating constraints at airports and heliports throughout our network, including those imposed by inadequate facilities at desirable locations. Additionally, there is no assurance that we will be able to obtain necessary approvals and to make necessary infrastructure changes to enable adoption of EVA, including installation of necessary charging equipment. Any limitation on our ability to acquire or maintain space for passenger terminal operations could have a material adverse effect on our business, results of operations and financial condition.

Blade leases and licenses exclusive passenger terminal infrastructure from airport and heliport operators in key markets. These leases, licenses and permits vary in term, ranging from six month seasonal permits to multi-year use and occupancy agreements that are coterminous with the airport or heliport operator’s underlying lease with the municipality that owns the premises. While our experience with these multi-year use and occupancy agreements have led to long-term uninterrupted usage thus far, certain municipalities, including New York, retain the authority to terminate a heliport operator’s lease upon as short as 30 days’ notice. If a municipality exercised its termination rights, under certain conditions our agreements with the airport or heliport operator would concurrently terminate. Termination of one or more of our leases could negatively impact our ability to provide services in our existing markets and have a material adverse effect on our business, results of operations and financial condition.

Though we do not own or operate aircraft, we maintain general liability aviation premise insurance, non-owned aircraft liability coverage, and directors and officers insurance, and we believe our level of coverage is customary in the industry and adequate to protect against claims. However, there can be no assurance that it will be sufficient to cover potential claims or that present levels of coverage will be available in the future at reasonable cost. Further, we expect our insurance costs to increase as we add routes, increase flight and passenger volumes and expand into new markets, and it is too early to determine what impact, if any, the adoption of EVAs will have on our insurance costs.

Our success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including finance, marketing, sales, and technology and support personnel. We believe that the 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 ability to execute our business strategy and have a material adverse effect on our business, financial condition and results of operations. Additionally, our financial condition and results of operations may be adversely affected if we are unable to attract and retain skilled employees to support our operations and growth.

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. Laws and regulations at the foreign, federal, state and local levels frequently change, especially in relation to new and emerging industries, 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..

Further, our business has been adversely impacted when government agencies have ceased to operate as expected including due to partial shut-downs or similar events. These events have resulted in, among other

In January 2020, CCPA took effect, which provides new data privacy rights for consumers in California and new operational requirements for companies doing business in California. Compliance with the new obligations imposed by the CCPA depends in part on how particular regulators interpret and apply them, and because the CCPA is relatively new, there is still some uncertainty about how the CCPA will be interpreted and enforced. If we fail to comply with the CCPA or if regulators assert that we have failed to comply with the CCPA, we may be subject to certain fines or other penalties (up to $2,500 per violation, or up to $7,500 per violation if the violation is intentional) and litigation, any of which may negatively impact our reputation, require us to expend significant resources, and harm our business. Furthermore, California voters approved

The second material weakness arises from the need to augment our information technology and application controls, including, but not limited to, the addition of formally documented controls around logical system access and code change management. Deficiencies in logical access controls can result in unauthorized or inappropriate access to key applications and data.

We have engaged a top four audit firm and a public company financial readiness consultant to assist us in the process of designing and implementing measures to improve our internal control over financial reporting to remediate the material weaknesses, primarily by implementing additional review procedures within our accounting and finance department, hiring additional staff, and designing and implementing information technology and application controls in our financially significant systems. In addition, we have engaged external accounting experts to supplement our internal resources in our accounting and review processes.

While we are designing and implementing measures to remediate the material weaknesses, we can give no assurance that these measures will be successful. Any failure to maintain or implement effective internal controls, or any difficulties Blade encounters in their implementation, could result in additional significant deficiencies and material weaknesses or result in material misstatements in Blade’s financial statements. Moreover, the timing of Blade’s financial reporting may be adversely affected, Blade may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to the Nasdaq listing requirements, investors may lose confidence in Blade’s financial reporting, and the price of the EIC Class A common stock may decline as a result.

If Blade is unable to assert that its internal control over financial reporting is effective, or if Blade’s independent registered public accounting firm is unable to express an opinion as to the effectiveness of Blade’s internal control over financial reporting, when required, lenders and investors may lose confidence in the accuracy and completeness of Blade’s financial reports and Blade may face restricted access to various sources of financing in the future.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the Nasdaq. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on our personnel, systems and resources.

If we fail to develop and 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 the EIC Class A common stock on the Nasdaq.

As a privately held company, we have not been required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, we will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated thereunder, as well as under the Sarbanes-Oxley Act, the JOBS Act, and the rules and regulations of the SEC and national securities exchanges have created uncertainty for public companies and will increase the costs and the time that our board of directors and management must devote to complying with these rules and regulations. We expect these rules and regulations to increase our legal and financial compliance costs and lead to a diversion of management time and attention from revenues generating activities.

Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.

Unlike many other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor and EIC’s officers and directors have agreed to vote any shares of common stock owned by them in favor of the business combination proposal. As of the date of this proxy statement/prospectus/consent solicitation statement, the Sponsor owns shares equal to 20.0% of EIC’s issued and outstanding shares of common stock. Accordingly, it is more likely that the necessary stockholder approval will be received for the business combination than would be the case if the Sponsor and EIC’s officers and directors agreed to vote any shares of common stock owned by them in accordance with the majority of the votes cast by the public stockholders.

When considering the Board’s recommendation that our stockholders vote in favor of the approval of the business combination proposal and the other proposals described in this proxy statement/prospectus/​consent solicitation statement, our stockholders should be aware that the Sponsor and certain directors and officers of EIC have interests in the business combination that may be different from, or in addition to, the interests of our stockholders generally. These interests include:

Under the terms of EIC’s current certificate of incorporation, EIC must complete a business combination before the end of the completion window, or EIC must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the Board, dissolving and liquidating. In such event, third parties may bring claims against EIC. Although EIC has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of EIC’s public stockholders. If EIC is unable to complete a business combination within the completion window, Sponsor has agreed that it will be liable to EIC if and to the extent any claims by a vendor for services rendered or products sold to EIC, or a prospective target business with which EIC has discussed entering into a transaction agreement,

EIC cannot assure you that it will properly assess all claims that may be potentially brought against EIC. As such, EIC’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, EIC cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by EIC.

If EIC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by EIC’s stockholders.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding EIC or its securities, the Sponsor and EIC’s directors, officers, advisors and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of EIC common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Transactions where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on EIC’s common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares they own, either prior to or immediately after the special meeting.

It is anticipated that, upon completion of the business combination, assuming that no shares of EIC Class A common stock are elected to be redeemed by EIC’s public stockholders, the concentration of ownership of EIC immediately following the consummation of the business combination will be as follows:

These levels of ownership interest exclude the impact of the shares of EIC Class A common stock underlying the warrants and those reserved for issuance under the Incentive Plan.

Having a minority ownership interest in the post-combination company may reduce the influence that EIC’s public stockholders have on the management of EIC.

Sales of a substantial number of shares of common stock in the public market could occur at any time following the consummation of the business combination. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the EIC Class A common stock.

In connection with the Merger Agreement, EIC, the Sponsor and certain other parties thereto have entered into the Investor Rights Agreement, pursuant to which such stockholders will be entitled to, among other things, certain registration rights, including demand, piggy-back and shelf registration rights, subject to cut-back provisions. EIC may be required to register up to approximately [•] million shares of EIC Class A common stock pursuant to the Investor Rights Agreement. Certain parties to the Investor Rights Agreement have agreed not to sell, transfer, pledge or otherwise dispose of shares of EIC Class A common stock they hold or receive for certain time periods specified therein.

We may issue additional shares of EIC Class A common stock or other equity securities of equal or senior rank in the future without stockholder approval in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under our Incentive Plan and in a number of other circumstances.

Our issuance of additional shares of EIC Class A common stock or other equity securities of equal or senior rank could have the following effects:

EIC is a blank check company with no operating history or results.

This proxy statement/prospectus/consent solicitation statement includes unaudited pro forma condensed combined financial statements for the post-combination company. The unaudited pro forma condensed combined statement of operations data of the post-combination company combines the historical unaudited results of operations of EIC for the twelve months ended September 30, 2020, with the historical audited results of operations of Blade for the year ended September 30, 2020, and gives pro forma effect to the Transactions as if they had been consummated on October 1, 2019. The unaudited pro forma condensed combined balance sheet of the post-combination company combines the historical unaudited balance sheet of EIC as of September 30, 2020 and historical audited balance sheet of Blade as of September 30, 2020 and gives pro forma effect to the Transactions as if they had been consummated on September 30, 2020.

Blade’s financial forecasts, which were provided to the Board and are included in this proxy statement / prospectus/​consent solicitation statement, may not prove accurate.

In connection with the Transactions, certain forecasted financial information for Blade was provided to the Board, which was internally prepared and provided by Blade, and adjusted by Blade and EIC management and their representatives to take into consideration the consummation of the Transactions (assuming that no shares of EIC Class A common stock are elected to be redeemed by the public stockholders), as well as certain adjustments that were appropriate in their judgment and experience. The forecasts were based on numerous variables and assumptions known to Blade or EIC at the time of preparation. Such variables and assumptions are inherently uncertain and many are beyond the control of Blade or EIC. Important factors that may affect actual results and cause the forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to the businesses of Blade (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the competitive environment, changes in technology and general business and economic conditions. Various assumptions underlying the forecasts may prove to not have been, or may no longer be, accurate. The forecasts may not be realized, and actual results may be significantly higher or lower than projected in the forecasts. The forecasts also reflect assumptions as to certain business strategies or plans that are subject to change. As a result, the inclusion of such forecasts in this proxy statement/prospectus/consent solicitation statement should not be relied on as “guidance” or otherwise predictive of actual future events, and actual results may differ materially from the forecasts.

EIC and Blade expect to incur significant costs associated with the business combination. EIC and Blade expect to incur approximately $29.7 million in expenses. Certain of these expenses will be payable even if the business combination is not completed and will reduce the amount of cash available to be used for other corporate purposes by EIC and Blade. As of the date hereof, EIC has less than $1.0 million of cash held outside of the trust account that is available to pay such expenses.

If EIC is unable to complete an initial business combination, EIC’s warrants may expire worthless.

We will be subject to income taxes in the United States, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

Even though EIC conducted a due diligence investigation of the Blade business, EIC cannot be sure that this diligence uncovered all material issues that may be present inside the Blade business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Blade business and outside of its control will not later arise.

Following the consummation of the business combination, EIC will have no direct operations and no significant assets other than its ownership interest in the Blade business. EIC will depend on the Blade business for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company and to pay any dividends with respect to the EIC Class A common stock. The earnings from, or other available assets of, the Blade business may not be sufficient to pay dividends or make distributions or loans to enable EIC to pay any dividends on the common stock or satisfy its other financial obligations.

Under the EIC charter that will be effective following the completion of the business combination, unless EIC consents in writing to the selection of an alternative forum, the sole and exclusive forum will be the Court of Chancery of the State of Delaware (or, if such court does not have jurisdiction, the federal district court for the District of Delaware) for:

For the avoidance of doubt, the foregoing provisions of the EIC charter will not apply to any action or proceeding asserting a claim under the Securities Act or the Exchange Act. These provisions of the EIC charter could limit the ability of EIC stockholders to obtain a favorable judicial forum for certain disputes with EIC or with its current or former directors, officers or other employees, which may discourage such lawsuits against EIC and its current or former directors, officers and employees. Alternatively, if a court were to find these provisions of the EIC charter inapplicable to, or unenforceable in respect of, one or more of the types of actions or proceedings listed above, EIC may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition and results of operations.

Factors affecting the trading price of EIC’s securities following the business combination may include:

Broad market and industry factors may materially harm the market price of EIC’s securities irrespective of EIC’s operating performance. The stock market in general and the Nasdaq have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of EIC’s securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to EIC’s could depress EIC’s stock price regardless of EIC’s business, prospects, financial conditions or results of operations. Broad market and industry factors, including, most recently, the impact of the novel coronavirus, COVID-19, and any other global pandemics, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect the market price of EIC Class A common stock, regardless of EIC’s actual operating performance. These fluctuations may be even more pronounced in the trading market for our stock shortly following the business combination. A decline in the market price of EIC’s securities also could adversely affect EIC’s ability to issue additional securities and EIC’s ability to obtain additional financing in the future.

In addition, in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. 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.

EIC’s quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to a variety of factors, some of which are beyond EIC’s control, resulting in a decline in EIC’s stock price.

EIC’s quarterly operating results may fluctuate significantly because of several factors, including:

In the absence of a liquid public trading market:

Immediately following consummation of the Transactions, EIC will continue to be an “emerging growth company.”

At the special meeting, EIC is asking holders of EIC’s common stock to consider and vote upon:

There are two ways to vote your shares of EIC common stock at the special meeting:

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of EIC common stock, you may call Morrow Sodali, EIC’s proxy solicitor, at (800) 662-5200.

Pursuant to EIC’s current certificate of incorporation, a holder of public shares may demand that EIC redeem such shares for cash if the business combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they:

If the business combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption and votes “FOR” or “AGAINST” the business combination proposal, EIC will redeem each public share for a full pro rata portion of the funds held in the trust account, calculated as of two business days prior to the consummation of the business combination. As of [•], 2021, the record date for the special meeting, this would amount to approximately $[•] per share. If a holder of public shares exercises its redemption rights, then it will be exchanging its shares of EIC common stock for cash and will no longer own the shares.

Holders of units must elect to separate the underlying public shares and Public Warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact EIC’s transfer agent directly and instruct them to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote “FOR” the business combination proposal.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the public shares.

Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or was a “group,” will not be redeemed for cash.

The business combination will not be consummated if EIC has Net Tangible Assets of less than $5,000,001.

The Sponsor and EIC’s officers and directors will not have redemption rights with respect to any shares of common stock owned by them, directly or indirectly in connection with the Transactions. Holders of EIC warrants will not have redemption rights with respect to such securities.

Any holder of public shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the funds held in the trust account (which, for illustrative purposes, was approximately $[•], or $[•] per share, as of [•], 2021, the record date for the special meeting). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the business combination. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of EIC’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the business combination proposal.

The Blade Board has (i) determined that the Blade Merger Proposal is advisable, fair to and in the best interests of Blade and its stockholders and (ii) approved the Merger Agreement, the Merger and the other Transactions. The Blade Board recommends that Blade stockholders consent to the Blade Merger Proposal and thereby adopt the Merger Agreement and approve the Merger and the other Transactions.

Only Blade stockholders of record holding shares of Blade Stock as of 5:00 p.m. (New York City time) on the Blade record date are entitled to sign and deliver written consents with respect to the Blade Merger Proposal. As of 5:00 p.m. (New York City time) on the Blade record date, there were [•] shares of Blade Common Stock and [•] shares of Blade Preferred Stock outstanding and entitled to sign and deliver written consents with respect to the Blade Merger Proposal. You are urged to return a completed, dated and signed written consent by 5:00 p.m. (New York City time) on [•], 2021.

On December 14, 2020, certain Blade stockholders that collectively hold 58.83% of the issued and outstanding shares of Blade Preferred Stock and 56.36% of the issued and outstanding shares of Blade Stock as of such date delivered Support Agreements pursuant to which such Blade stockholders agreed to irrevocably and unconditionally execute a written consent in respect of such shares of Blade Stock held by such Blade stockholders to adopt and approve the Merger Agreement. Each such Blade stockholder is obligated to deliver its written consent within ten (10) business days after this proxy statement/prospectus/​consent solicitation statement is declared effective by the SEC. For more information on the Support Agreements, see the section entitled “Certain Other Agreements Relating to the Transactions  —  Blade Stockholder Support Agreements.”