The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes related thereto which are included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Special Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in this Annual Report on Form 10-K.





Overview

We are a blank check company incorporated as a Delaware Corporation on May 24, 2019 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses. We intend to complete our initial Business Combination using cash from the proceeds of this offering and the private placements of the Private Placement Warrant s, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.



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Merger Agreement

On December 14, 2020, we entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Merger Sub and Blade, relating to a proposed business combination transaction between the Company and Blade. Merger Sub will merge with and into Blade with Blade continuing as the surviving entity (the "Merger").

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger:

(a) each outstanding share of Blade common stock (the "Blade Common Stock") (as


     of immediately prior to the closing of the Merger (the "Closing")) that is
     outstanding as of immediately prior to the effective time of the Merger will
     be cancelled and converted into the right to receive a number of newly issued
     shares of our Class A common stock (the "Company Common Stock"), at the
     reference price of $10.00 (the "Reference Price") per Company Common Stock,
     equal to the quotient of (i) (A) the sum of $356,250,000 plus the aggregate
     exercise prices of all in the money Blade Options (as defined below)
     outstanding as of immediately prior to the effective time of the Merger
     divided by (B) the fully-diluted common stock of Blade (as calculated
     pursuant to the Merger Agreement and including the aggregate number of shares
     of Blade Common Stock issuable upon the conversion of Blade Preferred Stock
     (as defined below) and the aggregate number of Blade Common Stock issuable
     upon the exercise of the in the money Blade Options (as defined below))
     divided by (ii) the Reference Price (the "Closing Per Share Stock
     Consideration");

(b) each outstanding share of Blade Series Seed preferred stock, Blade Series A


     preferred stock and Blade Series B preferred stock (collectively, the "Blade
     Preferred Stock," and together with the Blade Common Stock, the "Blade
     Stock")) that is outstanding as of immediately prior to the effective time of
     the Merger will be cancelled and converted into the right to receive a number
     of newly issued shares of Company Common Stock equal to the Closing Per Share
     Stock Consideration multiplied by the number of shares of Blade Common Stock
     issuable upon the conversion of such share of Blade Preferred Stock; and

(c) each option to acquire Blade Common Stock (the "Blade Option") that is


     outstanding immediately prior to the effective time of the Merger, whether
     vested or unvested, will be cancelled and automatically converted into an
     option to purchase a number of shares of Company Common Stock equal to the
     product of (1) the number of shares of Blade Common Stock that were issuable
     upon exercise of such Blade Option immediately prior to the effective time
     multiplied by (2) the Closing Per Share Stock Consideration (rounded down to
     the nearest whole number of shares of Company Common Stock, with no cash
     being payable for any fractional share eliminated by such rounding), at an
     exercise price per share of Company Common Stock equal to the quotient
     obtained by dividing the exercise price per share of Blade Common Stock under
     such Blade Option immediately prior to the effective time of the Merger by
     the Closing Per Share Exchange Amount (as defined in the Merger Agreement)
     (rounded up to the nearest whole cent).

The Merger Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Merger Agreement.

Results of Operations (restated)

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to December 31, 2020 were organizational activities and those necessary to prepare for our Initial Public Offering, identifying a target for our Business Combination, activities in connection with the proposed acquisition of Blade. We do not expect to generate any operating revenues until after completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in our trust account. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as due diligence expenses.

For the year ended December 31, 2020, we had net loss of $20,522,282, which consisted of interest income on marketable securities held in the Trust Account of $1,016,670, offset by a change in the fair value of warrant liabilities of $20,650,000, operating costs of $678,487 and a provision for income taxes of $210,465.

For the three months ended September 30, 2020, we had net loss of $5,125,155, which consisted of operating costs of $160,688 and a change in the fair value of warrant liabilities of $5,025,000, offset by interest income on marketable securities held in the Trust Account of $33,909 and a benefit for income taxes of $26,624.

For the nine months ended September 30, 2020, we had net loss of $1,942,399, which consisted of interest income on marketable securities held in the Trust Account of $1,011,163, offset by operating costs of $421,374, a change in the fair value of warrant liabilities of $2,408,333, and a provision for income taxes of $123,855.

For the three months ended June 30, 2020, we had net loss of $2,514,315, which consisted of operating costs of $115,556 and a change in the fair value of warrant liabilities of $2,508,333, offset by interest income on marketable securities held in the Trust Account of $107,984 and an income tax benefit of $1,590.

For the six months ended June 30, 2020, we had net income of $3,182,756, which consisted of interest income on marketable securities held in the Trust Account of $977,254 and a change in the fair value of warrant liabilities of $2,616,667, offset by operating costs of $260,686 and a provision for income taxes of $150,479.

For the three months ended March 31, 2020, we had net income of $5,697,071, which consisted of interest income on marketable securities held in the Trust Account of $869,270 and a change in the fair value of warrant liabilities of $5,125,000, offset by operating costs of $145,130 and a provision for income taxes of $152,069.

For the period from May 24, 2019 (date of inception) through December 31, 2019, we had net income of $2,331,442, which consisted of interest income on marketable securities held in the Trust Account of $1,261,596 and a change in the fair value of warrant liabilities of $2,183,333, offset by operating and formation costs of $904,875 and a provision for income taxes of $208,612.

For the three months ended September 30, 2019, we had net loss of $205,197, which consists of interest income on marketable securities held in the Trust Account of $168,280 and a change in the fair value of warrant liabilities of $333,333, offset by operating and formation costs of $680,722, and a provision for income taxes of $26,088.

Liquidity and Capital Resources (restated)

On September 17, 2019, we consummated the Initial Public Offering of 27,500,000 Units, which includes a partial exercise by the underwriter of the over-allotment option to purchase an additional 2,500,000 Units, at $10.00 per Units, generating gross proceeds of $275,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 5,000,000 private warrants, at $1.50 per private warrant, to our sponsor, generating gross proceeds of $7,500,000.



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As of December 31, 2020, we had marketable securities held in the Trust Account of $276,943,339 (including approximately $1,943,000 of interest income) consisting of shares in a money market fund that invests primarily in U.S. Treasury Bills with a maturity of 180 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through December 31, 2020, we withdrew $334,927 of interest earned on the Trust Account to pay franchise and income taxes.

For the year ended December 31, 2020, cash used in operating activities was $794,467. Net loss of $20,522,282 was impacted by interest income earned on marketable securities held in the Trust Account of $1,016,670 and a change in the fair value of warrant liabilities of $20,650,000. Changes in operating assets and liabilities used $94,485 of cash from operating activities.

For the period from May 24, 2019 (inception) through December 31, 2019, cash used in operating activities was $256,512. Net income of $2,331,442 was offset by interest income earned on marketable securities held in the Trust Account of $1,261,596, a change in the fair value of warrant liabilities of $2,183,333, and transaction costs allocable to warrant liabilities of $636,669. Changes in operating assets and liabilities provided $220,306 of cash from operating activities.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest income earned on the Trust Account (less amounts released to us for taxes payable and deferred underwriting commissions) to complete a Business Combination. We may withdraw interest income to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business.

As of December 31, 2020, we had cash of $846,068 held outside the Trust Account. We intend to use the funds held outside the Trust Account to pay for our remaining offering costs and to identify and evaluate target business, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses, review corporate documents and material agreements of prospective target businesses, select the target business to acquire and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds from time to time or at any time, as may be required. If we complete a Business Combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amounts necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.





Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the underwriters are entitled to a deferred fee of $0.35 per unit, or $9,625,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.



                                       45



Merger Consulting Agreement

The Company entered into an agreement on October 8, 2020, whereby the Company engaged a vendor to perform consulting services totaling $1,100,000 for market and industry research, merger profitability analyses, and potential market share estimations. The agreement specifies that $110,000, which represents 10% of the total fee, is due upon completion of the engagement. The remaining $990,000 is contingent on a successful Business Combination with Blade. As of December 31, 2020, the Company has incurred, recorded, and paid $110,000 for these services. The remaining $990,000 that is contingent on a successful Business Combination with Blade is not included within the financial statements as of December 31, 2020.





Critical Accounting Policies

The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders' equity section of our consolidated balance sheets.

Net Income Per Common Share

We apply the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. Our net income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not our income or losses.





Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our consolidated financial statements.

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