BETA Technologies, Inc.

S-11 d89594ds1.htm S-1

As filed with the Securities and Exchange Commission on September 29, 2025.

**Registration No. 333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BETA Technologies, Inc.

(Exact name of registrant as specified in its charter)

1150 Airport Drive

South Burlington, Vermont 05403

**(802)281-3623 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kyle Clark

Chief Executive Officer

1150 Airport Drive

South Burlington, Vermont 05403

**(802)281-3623 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated , 2025

• Shares*

BETA Technologies, Inc.

Class A Common Stock

This is the initial public offering of Class A common stock of BETA Technologies, Inc. We are offering shares of our Class A common stock, par value $0.0001 per share (the “Class A common stock”). Prior to this offering, there has been no public market for our Class A common stock.

The estimated initial public offering price of our Class A common stock is between $ and $ per share.

We have applied to list our Class A common stock on the New York Stock Exchange (“NYSE”) under the symbol “BETA.”

Following this offering, we will have two series of authorized common stock, Class A common stock and Class B common stock, par value $0.0001 per share (the “Class B common stock” and, together with the Class A common stock, the “common stock”). The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 40 votes per share and is convertible at any time, subject to the satisfaction of certain conditions as described herein, into one share of Class A common stock. Immediately following the completion of this offering, all outstanding shares of Class B common stock will be beneficially owned by Kyle Clark (sometimes referred to herein as the “Class B Common Stockholder”), our founder, President and Chief Executive Officer and a member of our Board. Accordingly, Mr. Clark will own approximately % of our outstanding capital stock and control approximately % of the voting power of our outstanding capital stock (assuming no exercise of the underwriters’ option to purchase additional shares). As a result, Mr. Clark may have significant influence over the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change of control transaction. We will be a “controlled company” within the meaning of the corporate governance standards of the NYSE, and therefore we are permitted to, and we intend to, elect not to comply with certain corporate governance requirements of the NYSE. Such corporate governance requirements include those that would otherwise require our board to establish a compensation committee and a nominating and corporate governance committee, each comprised entirely of independent directors. See “Management—Controlled Company Exception” and “Security Ownership of Certain Beneficial Owners and Management.”

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. See “Risk Factors” and “Prospectus Summary—The Offering—Emerging Growth Company.”

We have granted the underwriters the option for a period of 30 days after the date of this prospectus to purchase up to additional shares of our Class A common stock on the same terms and conditions set forth above.

At our request, the underwriters have reserved up to shares of our Class A common stock, or % of the shares offered by this prospectus (excluding the additional shares that the underwriters have an option to purchase), for sale at the initial public offering price through a directed share program to our current employees, including management and other individuals and entities as determined by certain of our authorized officers. For more information on our directed share program, see the section titled “Underwriting—Directed Share Program.”

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 29.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of Class A common stock on or about , 2025.

Prospectus dated , 2025