Blade Air Mobility has reached an agreement to sell its passenger division to Joby Aviation for up to $125 million.

Following the close of the transaction, Blade’s medical division will remain public and re-brand as Strata Critical Medical (Strata), focusing on leveraging its asset-light platform to provide mission-critical logistics and medical services to hospitals and healthcare providers throughout the country, while strengthening and growing its business portfolio both organically and through acquisitions. Trinity Medical Solutions, the company’s operating business in the medical segment and one of the largest air transporters of human organs for transplant in the United States, will remain Strata’s wholly owned subsidiary.

The divestiture of Blade’s passenger business includes operations in the US and Europe, lounges and terminals in key hubs, as well as the Blade brand. Operations will continue, with the business functioning as a standalone entity within Joby upon closing.

As part of this transaction, Strata will gain access to Joby aircraft for medical use as part of a long-term eVTOL partnership between the companies. It is expected that the quiet capabilities of Joby’s aircraft, coupled with its potential to operate at lower costs than traditional helicopters and other shorter-range aircraft, will provide value to Strata customers and a competitive advantage for the company.

The financial impact of the divestiture is expected to be adjusted EBITDA and free cash flow neutral, supported by approximately $7 million in estimated annual corporate cost efficiencies.

At the closing of the transaction, Rob Wiesenthal, founder and CEO of Blade, will join Joby as CEO of Blade Air Mobility and will also serve as chairman of the board of Strata.

Will Heyburn, Blade’s chief financial officer, and Melissa Tomkiel, Blade’s president and general counsel, will succeed Wiesenthal, serving as co-CEOs of Strata while retaining their CFO and general counsel roles, respectively. Blade’s current chairman Eric Affeldt will be named lead independent director.

“Blade’s mission since inception has been to accelerate the transition from traditional rotorcraft to electric aircraft. There is no stronger company than Joby to help make this mission a reality, for the benefit of all our stakeholders, including our fliers, employees, partners and the cities we serve,” says Wiesenthal.

“Over the past eight years, our company has successfully leveraged its logistics expertise to build one of the largest air transporters of human organs in the US. This transaction enables the company to become laser-focused on broadening our offerings across the medical logistics and solutions value chain with a singular strategy and significant deployable capital for acquisitions and organic expansion.”

“Strata’s end-to-end, time critical air logistics platform is second to none and is trusted by more organ transplant hospitals than any other provider,” adds Tomkiel. “We will remain relentless in supporting our customers, all of whom are engaged in life-saving work every day. Our 100 per cent contracted customer retention rate over the last 12 months is a testament to this unwavering commitment to the healthcare providers we serve. I'm excited to help guide Strata as we enter this new phase of growth.”

“This divestiture allows us to focus entirely on medical, our fastest growing and most profitable business line, which represented approximately 84% and 59% of 2024 segment adjusted EBITDA and revenue, respectively,” notes Heyburn. “Following the close, Strata will be a pure-play, contractual medical business operating in rapidly growing markets that are not correlated with the overall macro environment. It's an honour to help lead Strata as we expand our service offerings across medical and time critical logistics marketplaces.”

The purchase price paid by Joby will be up to $125 million and may, at Joby's election, be paid in cash or Joby stock, subject to customary indemnification holdbacks and includes up to $35 million of earnouts based on performance and retention metrics. Blade's board of directors formed a transaction committee consisting of independent directors to evaluate the transaction. UBS Investment Bank is serving as exclusive financial advisor to the transaction committee and Simpson Thatcher & Bartlett LLP is serving as legal advisor to Blade.

The transaction is expected to close in the coming weeks. A new ticker for Strata will be announced at a later date.

In addition to unlocking immediate market access and infrastructure across key urban corridors in New York City and southern Europe, the acquisition will allow Joby to combine its best-in-class technology with Blade's decade of experience delivering premium customer transportation at scale, as Joby looks ahead to carrying its first passengers in Dubai next year.

Blade flew more than 50,000 passengers in 2024 from a network of 12 urban terminals situated in some of the most important urban air mobility markets in the world. This includes dedicated lounge and terminal bases at John F. Kennedy International Airport and Newark Liberty Airport, as well as the West Side of Manhattan, the East Side of Manhattan and Wall Street. Blade passenger operations are expected to continue as normal, with the business continuing to be led by Blade founder and CEO Rob Wiesenthal as a wholly-owned subsidiary of Joby.

“This is a strategically important acquisition that will support the successful launch of Joby's commercial operations in Dubai, our subsequent global rollout and our continued leadership in the sector,” said JoeBen Bevirt, founder and CEO, Joby Aviation. “Over the last decade, Rob and the team at Blade have built a world-class passenger experience that demonstrates the value of vertical lift. With access to the infrastructure they have secured and the loyal customer base they have developed, we will be in the best possible position to launch our quiet, electric aircraft as soon as certification is secured.”

The acquisition includes all of Blade's passenger business, including operations in the US and Europe, as well as the Blade brand. Under the terms of the agreement, Joby will pay Blade stock or cash, at Joby's election, up to $125 million, subject to customary indemnity provisions and inclusive of $35 million of holdbacks, which will be released subject to the achievement of certain performance milestones and retention of certain key employees. The transaction is expected to close in the coming weeks, subject to satisfaction or waiver of customary closing conditions.