Filing Details
- Accession Number:
- 0001104659-22-006611
- Form Type:
- 13G Filing
- Publication Date:
- 2022-01-23 19:00:00
- Filed By:
- Steele Expco Holdings, Llc
- Company:
- Blade Air Mobility Inc. (NASDAQ:BLDE)
- Filing Date:
- 2022-01-24
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Experience Sponsor | 11,875,000 | 0 | 11,875,000 | 0 | ,875,000 | 15.7% |
| Steele ExpCo Holdings | 13,880,000 | 0 | 13,880,000 | 0 | 13,880,000 | 18.4% |
| KSL Capital Partners V GP | 13,880,000 | 0 | 13,880,000 | 0 | 13,880,000 | 18.4% |
| Eric Charles Resnick | 13,880,000 | 0 | 13,880,000 | 0 | 13,880,000 | 18.4% |
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
BLADE AIR MOBILITY, INC.
(Name of Issuer)
CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE
(Title of Class of Securities)
092667104
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 092667104 | |||||
| 1. | Name of Reporting Person Experience Sponsor LLC | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization Delaware | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 11,875,000 (1) | |||
| 6. | Shared Voting Power 0 | ||||
| 7. | Sole Dispositive Power 11,875,000 (1) | ||||
| 8. | Shared Dispositive Power 0 | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person,875,000(1) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| ||||
| 11. | Percent of Class Represented by Amount in Row (9) 15.7%(1) | ||||
| 12. | Type of Reporting Person (See Instructions) OO | ||||
(1) Represents beneficial ownership as of December 31, 2021. As of the date of filing, the Reporting Person named above beneficially owned zero shares of Class A Common Stock, representing 0% of the outstanding Class A Common Stock.
2
| CUSIP No. 092667104 | |||||
| 1. | Name of Reporting Person Steele ExpCo Holdings, LLC | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization Delaware | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 13,880,000 (1) | |||
| 6. | Shared Voting Power 0 | ||||
| 7. | Sole Dispositive Power 13,880,000 (1) | ||||
| 8. | Shared Dispositive Power 0 | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 13,880,000 (1) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| ||||
| 11. | Percent of Class Represented by Amount in Row (9) 18.4%(1) | ||||
| 12. | Type of Reporting Person (See Instructions) OO | ||||
(1) Represents beneficial ownership as of December 31, 2021. As of the date of filing, the Reporting Person named above beneficially owned 12,423,000 shares of Class A Common Stock, representing 16.6% of the outstanding Class A Common Stock.
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| CUSIP No. 092667104 | |||||
| 1. | Name of Reporting Person KSL Capital Partners V GP, LLC | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization Delaware | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 13,880,000 (1) | |||
| 6. | Shared Voting Power 0 | ||||
| 7. | Sole Dispositive Power 13,880,000 (1) | ||||
| 8. | Shared Dispositive Power 0 | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 13,880,000 (1) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| ||||
| 11. | Percent of Class Represented by Amount in Row (9) 18.4%(1) | ||||
| 12. | Type of Reporting Person (See Instructions) OO | ||||
(1) Represents beneficial ownership as of December 31, 2021. As of the date of filing, the Reporting Person named above beneficially owned 12,423,000 shares of Class A Common Stock, representing 16.6% of the outstanding Class A Common Stock.
4
| CUSIP No. 092667104 | |||||
| 1. | Name of Reporting Person Eric Charles Resnick | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | ¨ | ||||
| 3. | SEC Use Only | ||||
| 4. | Citizenship or Place of Organization United States | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 13,880,000 (1) | |||
| 6. | Shared Voting Power 0 | ||||
| 7. | Sole Dispositive Power 13,880,000 (1) | ||||
| 8. | Shared Dispositive Power 0 | ||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 13,880,000 (1) | ||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| ||||
| 11. | Percent of Class Represented by Amount in Row (9) 18.4%(1) | ||||
| 12. | Type of Reporting Person (See Instructions) IN | ||||
(1) Represents beneficial ownership as of December 31, 2021. As of the date of filing, the Reporting Person named above beneficially owned 12,423,000 shares of Class A Common Stock, representing 16.6% of the outstanding Class A Common Stock.
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| Item 1(a). | Name of Issuer
Blade Air Mobility, Inc., f/k/a Experience Investment Corp. (the “Issuer”) |
| Item 1(b). | Address of the Issuer’s Principal Executive Offices
499 East 34th Street New York, NY 10016 |
| Item 2(a). | Names of Persons Filing
Experience Sponsor LLC, Steel ExpCo Holdings, LLC, KSL Capital Partners V GP, LLC and Eric Charles Resnick (collectively, the “Reporting Persons”) |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence:
The address of the principal business and principal office of the Reporting Persons is c/o Steele ExpCo Holdings, LLC, 100 St. Paul St., Suite 800, Denver, CO 80206 |
| Item 2(c). | Citizenship
Experience Sponsor LLC is a limited liability company formed in the State of Delaware. Steele ExpCo Holdings, LLC is a limited liability company formed in the State of Delaware. KSL Capital Partners V GP, LLC is a limited liability company formed in the State of Delaware. Eric Charles Resnick is a citizen of the United States. |
| Item 2(d). | Title of Class of Securities
Class A Common Stock, $0.0001 par value per share. |
| Item 2(e). | CUSIP Number
092667104 |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | ¨ | Broker or Dealer registered under Section 15 of the Exchange Act. | |
| (b) | ¨ | Bank as defined in Section 3(a)(b) or the Exchange Act. | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act. | |
| (e) | ¨ | An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e). | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f). | |
| (g) | ¨ | A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g). | |
| (h) | ¨ | A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
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| (i) | o | A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act. | |
| (j) | o | Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). | |
| Not applicable |
| Item 4. | Ownership |
The responses to Items
5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
The percentage of shares of Class A Common Stock held by the Reporting Persons is based upon 70,552,827 shares of Class A Common Stock and as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2021, plus the number of shares of Class A Common Stock underlying warrants held by the Reporting Persons. Steele ExpCo Holding, LLC, a Delaware limited liability company, is the managing member of Experience Sponsor LLC. KSL Capital Partners V GP, LLC, a Delaware limited liability company, is the managing member of Steele ExpCo Holdings, LLC. Eric Charles Resnick is the managing member of KSL Capital Partners V GP, LLC. As such, Steele ExpCo Holdings, LLC, KSL Capital Partners V GP, LLC and Eric Charles Resnick may be deemed to have or share voting and dispositive power of the securities held directly by Experience Sponsor LLC, and KSL Capital Partners V GP, LLC and Eric Charles Resnick may be deemed to have or share voting and dispositive power of the securities held directly by Steele ExpCo Holdings, LLC. |
| Item 5. | Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
As of the date of this filing, Experience Sponsor LLC no longer beneficially owns more than five percent of the outstanding Class A Common Stock | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not Applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not Applicable | |
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| Item 8. | Identification and Classification of Members of the Group |
| Not Applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not Applicable | |
| Item 10. | Certification |
| Not Applicable | |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATE: January 21, 2022
| Experience Sponsor LLC | |
| By: Steele ExpCo Holdings, LLC, its managing member | |
| By: KSL Capital Partners V GP, LLC, its managing member | |
| /s/ Eric Charles Resnick | |
| Name: Eric Charles Resnick | |
| Title: Managing Member | |
| Steele ExpCo Holdings, LLC | |
| By: KSL Capital Partners V GP, LLC, its managing member | |
| /s/ Eric Charles Resnick | |
| Name: Eric Charles Resnick | |
| Title: Managing Member | |
| KSL Capital Partners V GP, LLC | |
| /s/ Eric Charles Resnick | |
| Name: Eric Charles Resnick | |
| Title: Managing Member | |
| Eric Charles Resnick | |
| /s/ Eric Charles Resnick |
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