BETA Technologies, Inc.

1. NATURE OF OPERATIONS AND LIQUIDITY

BETA Technologies, Inc. (“BETA” or the “Company”) designs, manufactures, and sells high-performance electric aircraft, advanced electric propulsion systems, charging systems and components. The Company specializes in the design, development, and manufacturing of electric aircraft, including advanced flight control and electric propulsion systems, with a focus on clean aviation technology. In addition, the Company manufactures and operates charge stations and infrastructure for charging electric aircraft. The charging systems provide the power needed to safely, quickly, and efficiently charge electric aircraft. The Company also maintains and provides access to simulators for its customers and partners to understand the capabilities of the aircraft.

On November 5, 2025, the Company completed its initial public offering (the “IPO”) of 34,330,882 shares of the Company’s Class A common stock at a price to the public of $34.00 per share, inclusive of the exercise in full by the underwriters to purchase from the Company 4,477,941 shares of Class A common stock. The Company received net proceeds from the IPO of approximately $1,103,327, after deducting approximately $63,922 in underwriting discounts and commissions. The Company’s Class A common stock trades on the New York Stock Exchange under the symbol “BETA.”

In connection with the IPO, all shares of the Company’s pre-IPO convertible preferred stock (“Preferred Stock”), including the acceleration of the related paid-in-kind (“PIK”) dividend, automatically converted into 147,806,862 shares of the Company’s pre-IPO common stock. In addition, the Company authorized a 6.3811681-for-1 forward stock split of the Company’s pre-IPO common stock and pre-IPO super voting common stock (the “Stock Split”) and the reclassification and exchange of the resulting stock into Class A common stock and Class B common stock. Following the IPO, no shares of Preferred Stock remained outstanding. All references in these consolidated financial statements to shares, share prices, exercise prices, and other per share information in all periods have been adjusted, on a retroactive basis, to reflect the Stock Split.

2. BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements included have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and as required by Form 10-Q. These condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all normal recurring adjustments necessary to fairly present the financial position, results of operations, cash flows, and change in equity for the periods presented. Results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes as of and for the year ended December 31, 2024 included in the Prospectus. Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (the “ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (the “FASB”).

The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company expects to use the extended transition period for any other new or revised accounting standards during the period in which it remains an emerging growth company.

Summary of Significant Accounting Policies

There have been no other changes to the Company’s significant accounting policies described in Note 2 “Summary of Significant Accounting Policies” to the consolidated financial statements and notes as of and for the year ended December 31, 2024 included in the Prospectus that have had a material impact on the condensed consolidated financial statements and related notes, other than those described below. Certain items in the prior year’s audited consolidated financial statements have been reclassified to conform to the current presentation.

Concentration of Credit Risk

Specific revenue from customers exceeding 10% of total revenues for the three and nine months ended September 30, 2025 and 2024 were as follows:

*Less than 10%

Specific customer receivable balances in excess of 10% of total accounts receivable as of September 30, 2025 and December 31, 2024 were as follows:

*Less than 10%

Deferred Offering Costs

The Company capitalizes certain legal, professional accounting, and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds from the offering, either as a reduction of the carrying value of the Preferred Stock or in stockholders’ equity as a reduction of additional paid-in-capital generated as a result of the offering. The Company recorded $6,724 of deferred offering costs as of September 30, 2025 and there wereno deferred offering costs as of December 31, 2024. As a result of the IPO, the Company recorded a reduction of the carrying value of the Class A common stock of $10,723 in November 2025.

Loss on Issuance of Convertible Preferred Stock

As of the closings of Series C and Series C-1 Preferred Stock issued during the three months ended September 2025, the estimated fair value of the Preferred Stock ranged between $114.47 and $196.73 per share compared with the purchase price per share of $114.47. As a result, the Company recorded a non-cash loss of $355,551 to other expense to account for the difference between the amount of aggregate purchase price and the fair value of the shares issued as of the date of issuance. The estimated fair value of the Preferred Stock was prepared using the hybrid method, with one or more scenarios using the option pricing model (the “OPM”) to allocate the equity value to respective share classes. The valuation was based on numerous valuation factors, including, but not limited to economic factors, industry trends, and likelihood of achieving a liquidity event. These are level 3 inputs within the fair value hierarchy and require significant judgment or estimation.

Collaboration Agreements

The Company assesses joint development arrangements to determine whether they are in the scope of ASC 808 – Collaborative Arrangements (“ASC 808”). The Company evaluates whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on commercial success of the activities. This assessment is performed throughout the life of such arrangement with consideration given to the changes in the roles and responsibilities between the parties.

On September 3, 2025, the Company entered into a Strategic Collaboration Agreement and Joint Technology Development Agreement (together, the “GE Collaboration Agreements”) with General Electric Company, operating as GE Aerospace (“GE Aerospace”) within the scope of ASC 808 to research, develop, manufacture, test, market, sell, field, and support propulsion technologies for hybrid-electric applications, including turbogenerators for future sales to the commercial civilian aircraft market and government customers. Both parties provide engineering personnel, technical expertise, commercial resources, and support to carry out commitments under the GE Collaboration Agreements and are exposed to significant risks as both parties are responsible for its own costs during the development period. Furthermore, both parties participate on a joint development committee that directs the parties’ collaboration across aspects of development. Costs BETA incurs in connection with the GE Collaboration Agreements are recorded within research and development expense.

In connection with the GE Collaboration Agreements, on September 26, 2025, the Company issued warrants to purchase 2,552,467 shares of Class A common stock to GE Aerospace at a pre-split exercise price of $0.01 per share (the “GE Warrants”). The GE Warrants are exercisable upon vesting, and vest subject to the satisfaction of certain milestones, with any shares that remain unvested on the third anniversary of September 3, 2025 vesting on such date if the Company and GE Aerospace are continuing to work together under the GE Collaboration Agreements (or similar arrangements) as of such date. The aggregate grant date fair value of the warrants was $67,236. The estimated fair value of the common stock was prepared using the hybrid method, with one or more scenarios using the OPM to allocate the equity value to the GE Warrants. The valuation was based on numerous valuation factors, including, but not limited to economic factors, industry trends, and likelihood of achieving a liquidity event. These are level 3 inputs within the fair value hierarchy and require significant judgment or estimation. The Company recorded research and development expense of $308 related to the GE Warrants as of September 30, 2025.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new standard is effective for annual periods beginning after December 15, 2025, with early adoption permitted. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is still evaluating the effects of adopting this accounting standard on the condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income -Expense Disaggregation Disclosures (subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public entities to disclose in the notes to the consolidated financial statements, of specified information about certain costs and expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (subtopic 220-40): Disaggregation of Income Statement Expenses, Clarifying the Effective Date. ASU 2025-01 clarifies that the guidance in ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is still evaluating the effects of adopting this accounting standard on the condensed consolidated financial statements.

3. REVENUE RECOGNITION

Disaggregated Revenue

The Company disaggregates revenue from contracts with customers by customer type, product, or service type, and geographic location, as the Company believes these categories best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

The Company’s revenues for customer type are as follows (in thousands):

The Company’s revenues for product or service type are as follows (in thousands):

The Company’s revenue was derived from sales to customers in the United States for the three months ended September 30, 2025 and 2024 of $8,667 and $3,066 and the nine months ended September 30, 2025 and 2024 of $24,232 and $10,655, respectively. The Company generated $251 of revenue from international customers for the three and nine months ended September 30, 2025 and there wasno revenue generated from international customers for the three and nine months ended September 30, 2024.

Contract Balances

The following table provides information about contract liabilities from contracts with customers (in thousands):

Contract liabilities increased during the nine months ended September 30, 2025, primarily due to payments received in excess of revenue recognized on performance obligations. During the nine months ended September 30, 2025 and 2024, the Company recognized $5,854 and $453 of our contract liabilities as of December 31, 2024 and December 31, 2023, respectively, as revenue. Contract liabilities, current includes $1,000 of customer deposits as of September 30, 2025 andno customer deposits as of December 31, 2024. Contract liabilities, non-current includes $3,885 and $2,660 of customer deposits as of September 30, 2025 and December 31, 2024, respectively. During the three and nine months ended September 30, 2025 and 2024, the Company also entered into agreements for aircraft sales pre- and post-certification, with options for pre-certified aircraft that have not been executed. These agreements haveno associated revenues or cost of sales for the three and nine months ended September 30, 2025 and 2024.

Remaining Performance Obligations

Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized. As of September 30, 2025, the Company’s remaining performance obligations were $18,679. The Company currently expects to recognize approximately $10,058 of the remaining performance obligations as revenue over the next 12 months and the remaining to be recognized thereafter.

4. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following (in thousands):

Depreciation expense for the three months ended September 30, 2025 and 2024 was $5,794 and $3,888, respectively. Depreciation expense for the nine months ended September 30, 2025 and 2024 was $16,314 and $11,313, respectively.

As of September 30, 2025 and December 31, 2024, the Company had assets held for sale of $0 and $852 included within prepaid expenses and other current assets, respectively. During the three months ended September 30, 2025 and 2024, the Company disposed $1,296 and $352 of property and equipment, net, respectively. During the nine months ended September 30, 2025 and 2024, the Company disposed $3,769 and $971 of property and equipment, net, respectively.

5. NOTES PAYABLE

On December 13, 2023, the Company entered into a credit agreement with the Export-Import Bank of the United States (“Ex-Im”) (such agreement, the “Ex-Im Credit Agreement”). The Ex-Im Credit Agreement provides a $170,103 direct loan facility (the “Ex-Im Credit Facility”), which the Company drew $170,103 as of September 30, 2025 and December 31, 2024. Of the $170,103 in principal amount of borrowings made under the Ex-Im Credit Agreement, $151,250 can be used to finance the costs of construction of the Company’s production facility, with the remaining $18,853, or 12.46% of borrowings, used to finance the total exposure fees incurred under the agreement. The discount of $20,207 as of December 31, 2024 consists of the initial exposure fee and debt issuance costs. As of September 30, 2025 and December 31, 2024, exposure fees were $18,853 and debt issuance costs were $1,354, which are amortized to interest expense on an effective interest rate basis over the term of the Ex-Im Credit Agreement.

Borrowings under the Ex-Im Credit Agreement bear interest at a fixed rate per annum of 5.52%, payable quarterly in arrears. The effective per annum interest rate on the Company’s outstanding borrowings under the Ex-Im Credit Agreement, which takes into account timing and amount of borrowings and payments, exposure fees, and debt issuance costs, is 7.32%. Borrowings under the Ex-Im Credit Agreement are required to be repaid in 54 quarterly installments, commencing on September 20, 2025, with a maturity date of December 20, 2038. The Ex-Im Credit Agreement is secured by first-priority liens on the production facility of our aircraft manufacturing campus located in South Burlington, Vermont (the “Final Assembly Facility”).

In addition, the Ex-Im Credit Agreement contains covenants that limit, among other things, the Company’s ability to sell assets, participate in mergers and acquisitions, and grant liens on certain assets.

As of September 30, 2025, the Company recognized $32,505 in notes payable, non-current, as a result of a sale-leaseback transaction. See Note 6 “Leases”.

Notes payable consisted of the following (in thousands):

The Company’s Ex-Im Credit Agreement is recorded on an amortized cost basis and has a fair value of $153,913 and $157,043 as of September 30, 2025 and December 31, 2024, respectively. The fair value of the Ex-Im Credit Agreement is based on quoted prices in similar markets, which is a Level 2 input within the fair value hierarchy.

6. LEASES

The Company’s lease arrangements consist of facility, vehicle, aircraft, and equipment leases, as well as other short-term leases for storage and office space.

Sale-Leaseback Transaction

In July 2025, the Company entered into a sale-leaseback transaction with a related party fortwo of its buildings with an initial leaseback term of 29 years. The sale-leaseback transaction was evaluated under the sale and leaseback guidance in ASC 842-40, Leases – Sale and Leaseback Transactions. Due to the Company obtaining the ability to direct the use of and substantially all the benefits from the underlying assets, the transaction was accounted for as a debt financing. As a result, the Company continues to reflect the building in property and equipment, net, as if it were the legal owner, and continues to recognize depreciation expense over its estimated useful life. In July 2025, the Company recorded an initial financing liability of $32,658, net of transaction costs. As of September 30, 2025, the Company recognized $32,505 in notes payable, non-current. The Company will not recognize rent expense related to the leased assets. Instead, monthly rent payments are recorded as interest expense and a reduction of the outstanding liability. For the three and nine months ended September 30, 2025, payments of $701 representing interest expense were made under the financing.

There have been no other material changes to the Company’s leases during the three and nine months ended September 30, 2025.

7. COMMITMENTS AND CONTINGENCIES

Commitments

On May 25, 2021, the Company exercised its right to buy shares back from a former employee of the Company, to be paid over five years. In accordance with the fair value of the shares determined by the Company, as of September 30, 2025 and December 31, 2024, the Company’s remaining liability for the share buy-back was $228 and $913, respectively.

Legal Proceedings

At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings. As of September 30, 2025, the Company was not aware of any material existing, pending, or threatened legal actions against the Company.

Indemnification Agreements

As permitted under Delaware law, the Company indemnifies its officers, directors, and employees for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification is for the officer’s or director’s lifetime. Further, in the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date however, the Company has not incurred any material costs as a result of such indemnifications nor experienced any losses related to them. As of September 30, 2025, the Company was not aware of any claims under indemnification arrangements and does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible; therefore, no related reserves were established.

8. CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

Common Stock

As of September 30, 2025 and December 31, 2024, the Company had 239,813,390 and 223,340,884 shares of common stock authorized and 37,578,571 and 37,040,639 shares of common stock issued and outstanding, respectively. Each holder of the Company’s common stock is entitled toone vote for each share on all matters submitted to a vote of the stockholders, including the election of directors.

Super Voting Common Stock

During 2021, the Company authorized and issued 8,501,484 shares of super voting common stock, which remained outstanding as of September 30, 2025. The holder of the Company’s super voting common stock, the Company’s Chief Executive Officer, is entitled toforty votes for each share on all matters submitted to a vote of the stockholders, including the election of directors. Each share of super voting common stock is convertible intoone share of common stock at any time.

The size of the board of directors cannot be changed without the consent of the individual owning the shares of super voting common stock. The individual also retains the right to designate a majority of the board. As of September 30, 2025, two board members are designated by specific holders of the Preferred Stock. The election of the remaining minority board members is submitted to a vote of the stockholders.

Preferred Stock

The Company’s certificate of incorporation, as amended, designates and authorizes the Company to issue 141,365,814 shares of Preferred Stock, of which 32,039,539 shares are designated as Series A Preferred Stock,3,064,920 shares are designated as Series A-1 Preferred Stock,10,110,916 shares are designated as Series A-2 Preferred Stock,10,873,242 shares are designated as Series A-3 Preferred Stock,30,925,502 shares are designated as Series B Preferred Stock,26,479,034 shares are designated as Series C Preferred Stock and 27,872,661 are designated as Series C-1 Preferred Stock.

For the three months ended September 30, 2025, the Company issued 3,978,505 shares of previously authorized Series C Preferred Stock and expanded the shares authorized and issued pursuant to the Series C Preferred Stock offering by 4,235,947 shares that provided aggregate net proceeds of $147,357. The participants of the Series C Preferred Stock offering consisted of new and previous investors, including board members and their associated companies, and certain members of management.

In September 2025, the Company entered into a Series C-1 Preferred Stock purchase agreement. Through September 30, 2025, the Company issued 16,723,599 shares of Series C-1 Preferred Stock to GE Aerospace for total proceeds of $300,000. The Company issued an additional 6,821,852 shares of Series C-1 Preferred Stock for aggregate net proceeds of $122,375 to new and previous investors, including board members and their associated companies.

For the three months ended September 30, 2025, the Company declared a PIK dividend for the Series B, Series C, and Series C-1 Preferred Stock of $7,467, $6,661, and $468, respectively. For the three months ended September 30, 2024, the Company declared a PIK dividend for the Series B Preferred Stock of $7,035.

For the nine months ended September 30, 2025, the Company declared a PIK dividend for the Series B, Series C, and Series C-1 Preferred Stock of $22,071, $16,597, and $468, respectively. For the nine months ended September 30, 2024, the Company declared a PIK dividend for the Series B Preferred Stock of $19,987.

9. STOCK BASED COMPENSATION

2018 Equity Incentive Plan

The amounts of stock based compensation expense recorded is as follows (in thousands):

During the nine months ended September 30, 2025, the Company approved modifications to certain incentive stock option awards in connection with the termination of service of an employee. These modifications resulted in an extension of the post-termination exercise period for vested awards and a change of vesting conditions for unvested awards. As a result of these modifications, the Company recorded additional stock based compensation of $3,799 during the nine months ended September 30, 2025.

As of September 30, 2025 and December 31, 2024, the total number of shares of common stock that may be issued under the 2018 Plan was 25,084,129, of which 1,298,491 and 4,598,168, respectively, remained available for future grant.

10. INCOME TAXES

During the three months ended September 30, 2025 and 2024, the Company recorded $253 and $191 of tax expense. During the nine months ended September 30, 2025 and 2024, the Company recorded $580 and $246 of tax expense. For the three and nine months ended September 30, 2025 and 2024, the provision for income taxes differed from the United States federal statutory rate primarily due to the change in jurisdictional mix of earnings.

11. NET LOSS PER SHARE

Net loss per share basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts):

As of September 30, 2025, the Company’s Series B, Series C, and Series C-1 preferred stockholders were entitled to cumulative dividends based on their stated value. As such, the Company calculates its net loss attributable to common stockholders by adjusting its net loss for the aggregate cumulative dividends that had accrued since the original issuance dates in the period in which the preferred stockholders became legally entitled to such dividends.

The Company’s potentially dilutive securities, which include preferred stock, warrants and stock options, have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:

12. SEGMENT REPORTING

The Company hasone operating and reportable segment – Development and Manufacturing Electric Aircrafts. The Company determined its reportable segment using the management approach based on how the chief operating decision maker (the “CODM”) evaluates the business. Substantially all Company’s fixed assets are located in the United States and all of the Company’s revenue is generated in the United States. The Company’s foreign operations consist of expenses associated with engineering and related supporting administrative services.

The Company’s CODM is its Chief Executive Officer. As the Company has a single reportable segment and is managed on a consolidated basis, the measure of segment profit or loss is consolidated net loss as reported in the consolidated statements of operations and comprehensive loss. The CODM reviews the financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM does not use any segment asset measures to assess performance and decide how to allocate resources. The Company does not have intra-entity sales or transfers.

The Company’s reportable segment information is as follows (in thousands):

(1)Other segment items are comprised of the loss on issuance of convertible preferred stock, interest income/expense and income taxes.

13. GOVERNMENT ASSISTANCE

As a result of government assistance received under the Company’s agreements with Advanced Regenerative Manufacturing Institute, Inc. (“ARMI”) and Michigan Department of Transportation, incorporated by reference to “2023 Agreement,” “2024 Agreement,” and “MDOT” in the Prospectus, the Company recorded reductions within the following accounts for proceeds received from government assistance programs (in thousands):

14. RELATED PARTY TRANSACTIONS

The Company generates revenues and expenses from transactions with related parties, primarily through the Company’s relationship with United Therapeutics Corporation, ARMI, and GE Aerospace, who have executives that are also on the Company’s Board of Directors. These amounts are disclosed within the Company’s unaudited condensed consolidated balance sheets and condensed consolidated statements of operations and comprehensive loss.

Additionally, the Company enters into certain transactions with members of management for the lease of aircraft and property for use within the business. The aggregate expenses are not material and are included with general and administrative expenses for the three and nine months ended September 30, 2025 and 2024, respectively.

Sale-Leaseback Transaction

In July 2025, the Company entered into a sale-leaseback transaction fortwo of its buildings with an associated company of a board member. The Company received $32,658 in net proceeds from the sale with an initial leaseback term of 29 years. See Note 6 “Leases” for additional information on the sale-leaseback transaction.

Series C Financing

During the three months ended September 30, 2025, as part of the Series C financing,5,397,160 shares of Series C Preferred Stock were purchased by certain of the Company’s directors, their associated companies, and certain members of management. During the nine months ended September 30, 2025, as part of the Series C financing,5,388,801 shares of Series C Preferred Stock were purchased by certain of the Company’s directors, their associated companies, and certain members of management.

Series C-1 Financing

During the three and nine months ended September 30, 2025, as part of the Series C-1 financing,668,261 shares of Series C-1 Preferred Stock were purchased by certain of the Company’s board members and their associated companies, exclusive of GE Aerospace.

GE Aerospace

On September 3, 2025, the Company entered into a Series C-1 Preferred Stock purchase agreement. On September 26, 2025, the Company issued 16,723,599 shares of Series C-1 Preferred Stock to GE Aerospace for total proceeds of $300,000 in connection with the initial closing of the Series C-1 Preferred Stock financing. The Company recorded a non-cash loss on the issuance of Preferred Stock of $215,585 in connection with this transaction during the three and nine months ended September 30, 2025. As a result of the transaction, GE Aerospace received the right to designateone member to the Company’s Board. Additionally, on September 3, 2025, the Company entered into the GE Collaboration Agreements to advance hybrid-electric propulsion for next-generation aircraft for a term of 10 years. In connection with these agreements, on September 26, 2025, the Company issued warrants to GE Aerospace to purchase 2,552,467 shares of the Company’s Class A common stock. The GE Warrants are exercisable upon vesting, and vest subject to the satisfaction of certain milestones, with any warrants that remain unvested on the third anniversary of September 3, 2025 become vested on such date if the Company and GE Aerospace are continuing to work together under the GE Collaboration Agreements (or a similar arrangement). The Company recorded research and development expense of $308 in connection with the GE Collaboration Agreements during the three and nine months ended September 30, 2025.

15. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following (in thousands):

16. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (in thousands):

17. SUBSEQUENT EVENTS

Subsequent to September 30, 2025, the Company issued 1,866,989 shares of the Series C-1 Preferred Stock offering that provided aggregate net proceeds of $33,491 from an entity affiliated with one of the Company’s board members. In connection with the issuance, the Company recorded a loss on the issuance of Preferred Stock of $24,067 as a result of the difference between the estimated fair value of the Series C-1 Preferred Stock as of the closing date and the purchase price per share.

On October 15, 2025, following the approval of the stockholders of the Company, and effective upon the consummation of the IPO, the Board adopted the BETA Technologies Omnibus Incentive Plan (the “2025 Plan”). The 2025 Plan provides for grants of (i) stock options, (ii) stock appreciation rights, (iii) restricted shares, (iv) performance awards, (v) other share-based awards and (vi) other cash-based awards to eligible employees, non-employee directors and consultants of the Company. The initial number of shares of common stock reserved for issuance under the 2025 Plan is 36,207,812 shares of Class A common stock. The total number of shares reserved for issuance under the 2025 Plan increases on January 1 of each of the first 10 calendar years during the term of the 2025 Plan by the lesser of: (i) a number of shares of our common stock equal to 5% of the total number of shares of the Company’s Class A common stock outstanding on December 31 of the preceding calendar year or (ii) a lesser number of shares of the Company’s Class A common stock as determined by the Board.

On October 15, 2025, following the approval of the stockholders of the Company, and effective upon the consummation of the IPO, the Board adopted the BETA Technologies, Inc. 2025 Employee Stock Purchase Plan (the “2025 ESPP”). The initial number of shares of Class A common stock which will be authorized for sale under the 2025 ESPP is 2,413,854 shares of Class A common stock. The 2025 ESPP is expected to be implemented during 2026.

On November 5, 2025, the Company completed its IPO of 34,330,882 shares of the Company’s Class A common stock at a price to the public of $34.00 per share for net proceeds of $1,103,327 after deducting underwriting discounts and commissions payable by the Company. See Note 1 “Nature of Operations and Liquidity”.

In addition, effective November 7, 2025, the Company’s Board granted awards of restricted stock units under the 2025 Plan to certain of the Company’s employees, contractors and advisors, representing an aggregate of approximately 1,640,769 shares of Class A common stock underlying the awards.