BETA Technologies, Inc 10-Q for FY2026 Q3
BETA Technologies, Inc. (BETA)
10-Q
2026-11-03
For: 2026-09-30
View Original
Added on
November 03, 2026
About this 10-Q
BETA Technologies, Inc filed this 10-Q on November 3, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
BETA Technologies’ ALIA VTOL received an FAA Special Airworthiness Certificate for market surveys and first flew under it on October 20, 2026. Nine-month net loss narrowed 35% to $390,181 thousand as revenue rose 73% to $42,463 thousand. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $17.67M
- up 98.2% from $8.92M a year earlier
- Net loss
- $119.12M
- compared with a net loss of $437.21M a year earlier
- Diluted EPS
- -$0.51
- compared with -$9.83 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ___________ to ___________
Commission File Number: 001-42932
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (802 ) 281-3623
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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.
| Large accelerated filer | o | Accelerated filer | o | |||||||||||||||||
| x | Smaller reporting company | |||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
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 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of October 30, 2026, there were 226,461,608 shares of Class A common stock, $0.0001 par value per share, and 8,501,484 shares of Class B common stock, $0.0001 par value per share, outstanding.
Table of Contents
| Page | |||||||||||
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of federal securities laws, which statements involve substantial risks and uncertainties. All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding the Company’s future financial position, business strategy, budgets, projected revenues, projected costs, and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “plan,” “believe,” or “continue” or the negative of such terms or similar terminology. Important factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, the Company’s assumptions about:
•our ability to design, manufacture, and deliver our aircraft and other offerings to customers;
•our ability to obtain all required certifications, licenses, approvals, or authorizations from governmental authorities;
•our ability to achieve our business milestones for the commercialization of our aircraft and other offerings in a timely manner, or at all;
•the impact of competing products, services, or technologies or technological changes that result in reduced demand for our aircraft or other offerings, or in other adverse effects on the electric and hybrid electric aviation (including Vertical Takeoff and Landing (“VTOL”) aircraft) industry or our business;
•our ability to access the capital and credit markets or borrow on affordable terms to obtain additional capital that we may require;
•our ability to manage and grow our business effectively;
•risks associated with our defense program and our ability to secure and comply with existing or future contracts or otherwise grow our relationship with the U.S. Military and other U.S. governmental organizations;
•the potential for losses and adverse publicity stemming from any accidents or other incidents involving aircraft and, in particular, from accidents involving electric aircraft, or battery solutions, such as lithium-ion batteries;
•natural disasters, outbreaks, and pandemics, economic, social, weather, growth constraints, and regulatory conditions;
•our dependence on suppliers and service partners for raw materials and certain parts and components;
•threats of cybersecurity-related attacks and other cyber-incidents;
•our success in retaining or recruiting, or changes in, our officers or other key employees or our directors;
•our ability to address a wide variety of extensive and evolving laws and regulations with which we are, or may in the future be, required to comply;
•changes in tax laws or regulations that are applied adversely to us or challenges to our tax positions;
•claims and litigation that could ultimately be resolved against us;
•the cost of compliance with governmental regulations, evolving scrutiny, and changing expectations from global regulators and our stakeholders regarding our environmental, social, and governance practices and value proposition;
•costs incurred in complying with, or liabilities or obligations imposed under, environmental health and safety laws and regulations; and
•the other factors set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and Item 1A “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as supplemented by our subsequent filings with the Securities and Exchange Commission (the “SEC”).
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.
1
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the Annual Report on Form 10-K for the year ended December 31, 2025 and any subsequent filings with the SEC, including elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.
As used in this Quarterly Report on Form 10-Q, unless otherwise stated or the context requires otherwise, references to “BETA,” the “Company,” “we,” “us,” and “our,” refer to BETA Technologies, Inc. and its consolidated subsidiaries.
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BETA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(unaudited)
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Accounts receivable(1) | ||||||||||||||
Prepaid expenses and other current assets(1) | ||||||||||||||
| Total current assets | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Aircraft components | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and stockholders’ equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses | ||||||||||||||
Payroll liabilities | ||||||||||||||
Deferred revenue(2) | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Notes payable | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
Deferred revenue, non-current(2) | ||||||||||||||
| Operating lease liabilities, non-current | ||||||||||||||
Notes payable, non-current(3) | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and contingencies (see Note 7) | ||||||||||||||
| Stockholders’ equity: | ||||||||||||||
Preferred stock, $ Authorized - Issued and outstanding - | ||||||||||||||
Class A common stock, $ Authorized - Issued and outstanding - | ||||||||||||||
Class B common stock, $ Authorized - Issued and outstanding - | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Total stockholders’ equity | ||||||||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||||||||
______________
(1)Includes related party amounts of $1,168 and $2,202 (accounts receivable) and $0 and $2,802 (prepaid expenses and other current assets) as of September 30, 2026, and December 31, 2025, respectively (see Note 12).
(2)Includes related party amounts of $1,707 and $1,011 (deferred revenue) and $10,220 and $8,290 (deferred revenue, non-current) as of September 30, 2026, and December 31, 2025, respectively (see Note 12).
(3)Includes related party amounts of $33,010 and $32,626 as of September 30, 2026 and December 31, 2025, respectively (see Note 12).
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
BETA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except per share amounts)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
Product | $ | $ | $ | $ | ||||||||||||||||||||||
Service(1) | ||||||||||||||||||||||||||
| Cost of revenues: | ||||||||||||||||||||||||||
| Product | ||||||||||||||||||||||||||
| Service | ||||||||||||||||||||||||||
| Gross margin: | ||||||||||||||||||||||||||
| Product | ||||||||||||||||||||||||||
| Service | ||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
Research and development(2) | ||||||||||||||||||||||||||
General and administrative(2) | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Loss from operations | ( | ( | ( | ( | ||||||||||||||||||||||
| Other (income) expense: | ||||||||||||||||||||||||||
Interest income | ( | ( | ( | ( | ||||||||||||||||||||||
Interest expense(3) | ||||||||||||||||||||||||||
| Loss on issuance of convertible preferred stock | ||||||||||||||||||||||||||
| Total other (income) expense | ( | ( | ||||||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | ||||||||||||||||||||||
| Provision for income taxes | ||||||||||||||||||||||||||
| Net loss | ( | ( | ( | ( | ||||||||||||||||||||||
| Convertible preferred stock paid-in-kind dividend | ||||||||||||||||||||||||||
| Net loss attributable to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Net loss per share attributable to common stockholders, basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Comprehensive loss: | ||||||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ( | |||||||||||||||||||||||
| Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
______________
(1)Includes related party amounts of $5,587 and $1,454 for the three months ended September 30, 2026 and 2025, respectively. Includes related party amounts of $21,456 and $5,064 for the nine months ended September 30, 2026 and 2025, respectively (see Note 12).
(2)Includes related party amounts of $5,760 and $308 attributable to warrant expense (research and development) and $75 and $0 (general and administrative) for the three months ended September 30, 2026 and 2025, respectively. Includes related party amounts of $17,091 and $308 attributable to warrant expense (research and development) and $298 and $(140 ) (general and administrative) for the nine months ended September 30, 2026 and 2025, respectively (see Note 12).
(3)Includes related party amounts of $833 and $701 for the three months ended September 30, 2026 and 2025, respectively. Includes related party amounts of $2,488 and $701 for the nine months ended September 30, 2026 and 2025, respectively (see Note 12).
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
BETA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts)
(unaudited)
Convertible Preferred Stock (Series A, B, C, and C-1) | Common Stock Including Class A, Class B, and Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of convertible Series C preferred stock, net of issuance costs | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of convertible Series C-1 preferred stock, net of issuance costs | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Convertible preferred stock paid-in-kind dividend | - | - | - | ( | ( | - | - | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Warrant expense | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | - | - | - | - | - | - | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | ( | - | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Warrant expense | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | - | - | - | - | - | - | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | ( | - | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of convertible Series C preferred stock, net of issuance costs | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of convertible Series C-1 preferred stock, net of issuance costs | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Convertible preferred stock paid-in-kind dividend | - | - | - | ( | ( | - | - | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Warrant expense | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | ( | - | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Warrant expense | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with asset acquisition | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | - | - | - | - | - | - | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | ( | - | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
BETA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash flows from operating activities | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Asset disposal and other related costs | ||||||||||||||
| Loss on issuance of convertible preferred stock | ||||||||||||||
| Stock-based compensation | ||||||||||||||
| Acquired in-process research and development | ||||||||||||||
Warrant expense | ||||||||||||||
| Non-cash consideration | ( | |||||||||||||
| Non-cash interest expense | ||||||||||||||
| Other | ||||||||||||||
| Net changes in operating assets and liabilities | ||||||||||||||
| Net cash used in operating activities | ( | ( | ||||||||||||
| Cash flows from investing activities | ||||||||||||||
| Purchases of property and equipment | ( | ( | ||||||||||||
| Purchases of aircraft components | ( | |||||||||||||
| Proceeds from sale of property and equipment | ||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities | ||||||||||||||
| Proceeds from convertible Series C preferred stock | ||||||||||||||
| Payment of convertible Series C preferred stock issuance costs | ( | ( | ||||||||||||
Proceeds from convertible Series C-1 preferred stock | ||||||||||||||
| Proceeds from sale-leaseback transaction | ||||||||||||||
Payment of other initial public offering issuance costs | ( | ( | ||||||||||||
| Repayment of borrowings | ( | ( | ||||||||||||
| Exercise of stock options | ||||||||||||||
| Principal payments on finance lease obligations | ( | ( | ||||||||||||
| Net cash provided by financing activities | ||||||||||||||
| Effect of currency translation on cash, cash equivalents, and restricted cash | ( | ( | ||||||||||||
| Decrease in cash, cash equivalents, and restricted cash | ( | |||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | ||||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | $ | ||||||||||||
| Supplemental cash flow information | ||||||||||||||
| Cash paid for interest | ||||||||||||||
Cash paid for operating leases | ||||||||||||||
| Non-cash investing and financing activities | ||||||||||||||
| Right-of-use assets recognized for new and modified leases | ||||||||||||||
| Property and equipment included in accounts payable and accrued expenses | ||||||||||||||
| Aircraft components included in accounts payable and accrued expenses | ||||||||||||||
| Stock issuance costs included in accounts payable and accrued liabilities | ||||||||||||||
Deferred offering costs included in accounts payable and accrued expenses | ||||||||||||||
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the condensed consolidated balance sheets to the total of the amounts in the condensed consolidated statements of cash flows:
| September 30, 2026 | September 30, 2025 | |||||||||||||
Cash and cash equivalents | $ | $ | ||||||||||||
Restricted cash included in: | ||||||||||||||
Prepaid expenses and other current assets | ||||||||||||||
Other assets | ||||||||||||||
Total cash, cash equivalents, and restricted cash | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
BETA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
1.Nature of Operations
BETA Technologies, Inc. (“BETA” or the “Company”) is an aerospace and defense company designing, manufacturing, and selling high-performance electric aircraft, advanced electric propulsion systems, components, and charging systems, with a focus on clean aviation technology. The Company has wholly-owned subsidiaries located in the United States and certain foreign jurisdictions for the purpose of holding its interests in aircraft, intellectual, and real property.
2.Basis of Presentation and Accounting Policies
Basis of Presentation and Principles of Consolidation
The condensed consolidated financial statements included in this report have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and with the instructions to Form 10-Q. These condensed consolidated financial statements are unaudited and, in the opinion of management, reflect all normal recurring adjustments necessary to fairly state 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 thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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.
The Company will be deemed a large accelerated filer as of December 31, 2026 and, beginning with its Annual Report on Form 10-K for the year ending December 31, 2026, the Company will no longer qualify as an emerging growth company. Accordingly, the Company will no longer be able to rely on certain exemptions and reduced disclosure requirements available to emerging growth companies, including the extended transition period for complying with recently issued accounting standards and auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.
Summary of Significant Accounting Policies
Our significant accounting policies are described in Note 2 “Basis of Presentation and Accounting Policies” to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no changes to those policies other than aircraft components.
7
Aircraft Components
Concentration of Credit Risk
As of September 30, 2026 and December 31, 2025, 82 % and 85 % of accounts receivable, respectively, was derived from customers in excess of 10% of total accounts receivable.
Revenues from customers exceeding 10% of total revenues for the three and nine months ended September 30, 2026 and 2025 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Customer A | * | |||||||||||||||||||||||||
Customer B | * | * | ||||||||||||||||||||||||
| Customer C | * | * | ||||||||||||||||||||||||
| Customer D | * | |||||||||||||||||||||||||
| Customer E | * | * | * | |||||||||||||||||||||||
| Customer F | * | * | * | |||||||||||||||||||||||
| Customer G | * | * | * | |||||||||||||||||||||||
| Customer H | * | * | * | |||||||||||||||||||||||
______________
*Less than 10%
Fair Value Disclosures
As of September 30, 2026 and December 31, 2025, cash and cash equivalents included $1,148,579 and $1,550,925 of cash equivalents, respectively. The Company’s cash equivalents are determined to be Level 1 in the fair value hierarchy.
The Company’s credit facility under its credit agreement with the Export-Import Bank of the United States (the “Ex-Im Credit Facility”) is recorded on an amortized cost basis and had a fair value of $144,907 and $155,507 as of September 30, 2026 and December 31, 2025, respectively. The fair value of the Ex-Im Credit Facility is based on quoted prices in similar markets, which is a Level 2 input within the fair value hierarchy.
In August 2026, the Company received non-cash consideration in the form of an equity investment from a customer that is a privately held entity without a readily determinable fair value. The investment of $5,000 is included in other assets on the condensed consolidated balance sheet as of September 30, 2026 and is classified as Level 3 in the fair value hierarchy. The fair value of the investment was determined using the market approach and the hybrid option pricing model based on numerous factors, including, but not limited to economic factors, industry trends, and likelihood of this entity achieving a liquidity event.
8
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 requirements of ASU 2023-09 are effective beginning with the Company’s 2026 annual reporting period. The guidance will be applied on a prospective basis. The adoption of this accounting standard will result in incremental disclosures to the notes of our 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, 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. The requirements are effective beginning with the Company’s 2027 annual reporting period and 2028 interim reporting period. The Company is still evaluating the effects of adopting this accounting standard on the consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which adds guidance to ASC 832 on the recognition, measurement, and presentation of government grants. The requirements of ASU 2025-10 are effective beginning with the Company’s 2029 annual period and 2030 interim reporting period. The Company does not anticipate that the standard will have a material impact on the consolidated financial statements.
3.Asset Acquisition and Collaborative Arrangement
Asset Acquisition
In April 2026, the Company acquired Biocogniv, Inc. (“Biocogniv”), a developer of an agentic artificial intelligence (“AI”) platform, to assist in accelerating the design of software development in support of aircraft certification efforts. The total consideration consisted of Class A common stock valued at $10,797 , net cash of $2,561 , and a cash holdback of $1,645 for indemnification claims, payable in installments on the - and twelve-month anniversaries of the closing date. The transaction was accounted for as an acquisition of assets because substantially all the fair value of the gross assets acquired were concentrated in a single identifiable asset. The Company recognized acquired in-process research and development (“IPR&D”) expense of $15,003 , as the AI platform did not have alternative future use at the time of the acquisition. The Company incurred direct transaction costs of $1,144 , which were recorded as research and development expense. During September 2026, the Company released $822 of the cash holdback for indemnification claims.
Collaborative Arrangement
In September 2025, the Company entered into a collaborative arrangement with General Electric Company, operating as GE Aerospace (“GE Aerospace”) and in connection with this arrangement, issued warrants to purchase Class A common stock. During the three and nine months ended September 30, 2026, the Company recorded research and development expense of $6,575 and $19,220 , which includes $5,760 and $17,091 of warrant expense, respectively. The Company recorded research and development expense of $308
9
4.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 by customer type were as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| U.S. and foreign governments | $ | $ | $ | $ | ||||||||||||||||||||||
| Commercial customers | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
The Company generated $1,252 and $3,372 of revenue from foreign customers during the three and nine months ended September 30, 2026, respectively. The Company generated $251
Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized. As of September 30, 2026, the Company’s remaining performance obligations were $28,889 . The Company currently expects to recognize approximately $16,483 of the remaining performance obligations as revenue during the next 12 months and the remaining to be recognized thereafter.
Contract Liabilities
As of September 30, 2026 and December 31, 2025, the Company had total deferred revenue of $20,076 and $16,254 , respectively. Total deferred revenue increased during the nine months ended September 30, 2026, primarily due to receipt of customer payments exceeding revenue recognized on performance obligations. Revenue recognized related to these balances that existed at the beginning of the year for the three months ended September 30, 2026 and 2025 was $756 and $400 , respectively, and for the nine months ended September 30, 2026 and 2025 was $2,324 and $5,854 , respectively.
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5.Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Buildings, structures, and charging network | $ | $ | ||||||||||||
| Machinery and equipment | ||||||||||||||
| Leaseholds, land, and improvements | ||||||||||||||
| Vehicles and aviation | ||||||||||||||
| Computer equipment and software | ||||||||||||||
| Construction in progress | ||||||||||||||
| Accumulated depreciation | ( | ( | ||||||||||||
| Property and equipment, net | $ | $ | ||||||||||||
The Company disposed of $3,411 and $1,296 of property and equipment, net, during the three months ended September 30, 2026 and 2025, and $9,153 and $3,769 of property and equipment, net, during the nine months ended September 30, 2026 and 2025. During the nine months ended September 30, 2026, the Company recorded an asset disposal cost of $5,321 to research and development expense related to the abandonment of certain machinery and equipment.
6.Leases
7.Commitments and Contingencies
As of September 30, 2026, the Company was not aware of any material existing, pending, or threatened legal actions against the Company. Additionally, the Company has not incurred any material costs as a result of indemnifications nor experienced any losses related to them. As of September 30, 2026, 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.
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8.Stock-Based Compensation
During the nine months ended September 30, 2026, the Company granted 2,578,858 restricted stock units (“RSUs”) under the Company's 2025 Omnibus Incentive Plan, which had a weighted-average grant-date fair value of $20.73 per share. Additionally, during the nine months ended September 30, 2026, the Company granted 2,984,909 performance-based restricted stock units (“PSUs”) under the Company’s 2025 Omnibus Incentive Plan, which had a weighted-average grant-date fair value of $20.75 per share. The PSUs granted consist of four distinct tranches that align with quarterly performance objectives. Upon vesting, each RSU and PSU is equivalent to one share of the Company’s Class A common stock. The Company determines the fair value of PSUs using the per-share market price of the Class A common stock on the grant date. The ultimate number of PSUs that vest is contingent on performance against the Company’s pre-set objectives and will be adjusted based on the probability and timing of performance achievement. Final compensation expense recognized is based on the number of PSUs that ultimately vest. The PSUs vest within a two-year period. There was $4,635 and $41,799 of unrecognized compensation expense related to unvested PSUs and unvested restricted stock granted during the nine months ended September 30, 2026, which is expected to be recognized over a weighted-average period of 0.5 and 3.3 years, respectively.
In April 2026, the Company’s Compensation Committee certified achievement of the first quarterly 2026 PSU performance objective, resulting in the vesting of 630,349 PSUs.
On September 28, 2026, the Company granted 642,187 shares of PSUs to align with additional performance objectives expected to be met in the fourth quarter of 2026. These PSUs had a grant-date fair value of $22.88 per share. There was $13,533 of additional unrecognized compensation expense related to this grant as of September 30, 2026.
Total stock-based compensation expense was allocated as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Cost of product revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of service revenues | ||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
On November 1, 2026, the Company commenced its first offering period under the previously disclosed 2025 Employee Stock Purchase Plan (the “2025 ESPP”). The initial number of shares authorized for sale under the 2025 ESPP is 2,413,854 shares of Class A common stock. The 2025 ESPP allows eligible employees to purchase shares of the Company’s Class A common stock at a purchase price of 15 % less than the lower of the Company’s stock price on the first or last trading day of each six-month offering period, subject to plan limitations. Approximately half of the Company’s eligible employees participated in the plan.
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 .
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9.Net Loss Per Share
The calculations of net loss per share were as follows (in thousands, except share and per-share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Convertible preferred stock PIK dividend | ||||||||||||||||||||||||||
| Net loss attributable to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Weighted-average common shares outstanding, basic and diluted | ||||||||||||||||||||||||||
| Net loss per share, basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
The Company’s potentially dilutive securities, which include pre-initial public offering (“IPO”) convertible preferred stock, unvested warrants, and shares issuable under stock-based compensation plans, 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:
| September 30, 2026 | September 30, 2025 | |||||||||||||
| Series A convertible preferred stock | ||||||||||||||
| Series B convertible preferred stock | ||||||||||||||
| Series C convertible preferred stock | ||||||||||||||
Series C-1 convertible preferred stock | ||||||||||||||
| Unvested warrants | ||||||||||||||
| Shares issuable under stock-based compensation plans | ||||||||||||||
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10.Segment Reporting
The Company has one
The Company’s CODM is its Chief Executive Officer. During the first quarter of 2026, the Company changed the presentation of the financial information regularly provided to the CODM to evaluate segment performance and inform business decisions. The CODM reviews forecasted-to-actual segment loss 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’s prior-period segment amounts have been recast in the table below to conform to the new presentation of significant expenses. A reconciliation of segment loss to net loss was as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of revenues | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Pre-production manufacturing | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||
Other segment items(1) | ||||||||||||||||||||||||||
| Segment loss | ( | ( | ( | ( | ||||||||||||||||||||||
| Unallocated items: | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||
| Warrant expense | ||||||||||||||||||||||||||
Other unallocated items(2) | ( | |||||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
______________
(1)Includes selling, marketing, shipping, and freight expenses.
(2)Includes loss on issuance of convertible preferred stock, acquisition-related expense, asset disposal and other related costs, interest income/expense, IPO costs, and provision for income taxes.
11.Government Assistance
As a result of government assistance received during the three months ended September 30, 2026 and 2025, the Company recorded a reduction to property and equipment of $1,500 and $1,190 , respectively. During the nine months ended September 30, 2026 and 2025, the Company recorded a reduction to property and equipment of $1,590 and $1,888 , respectively.
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12.Related Party Transactions
The Company has generated revenue from transactions with related parties, primarily through the Company’s relationship with United Therapeutics Corporation, GE Aerospace, and Advanced Regenerative Manufacturing Institute, Inc. These amounts are disclosed within the Company’s condensed consolidated balance sheets and condensed consolidated statements of operations and comprehensive loss.
Additionally, the Company enters into certain transactions with management for the lease of aircraft and property for use within the business. The aggregate expenses are included with general and administrative expenses for the three and nine months ended September 30, 2026 and 2025.
Sale-Leaseback Transaction
During 2025, the Company entered into a sale-leaseback transaction with an associated company of a board member for two of its buildings with an initial leaseback term of 29 years. Payments representing interest expense were made under the financing.
GE Aerospace
In September 2025, the Company issued convertible Series C-1 preferred stock to GE Aerospace for total proceeds of $300,000 , which converted into Class A common stock as the result of the IPO. Additionally, the Company performed engineering and integration services for GE Aerospace and recognized $4,119 and $16,633 of service revenues during the three and nine months ended September 30, 2026, respectively.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes, and other financial information, included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 9, 2026. As discussed in the section titled “Special Note Regarding Forward-Looking Statements,” the following discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors. Factors that could cause or contribute to such differences include, but are not limited to, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, including those discussed below and in the section titled “Risk Factors” included under Part II, Item 1A below, as well as in the Annual Report on Form 10-K for the year ended December 31, 2025, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We assume no obligation to update any of these forward-looking statements. Unless otherwise indicated or the context otherwise requires, all references in this section to the “Company,” “BETA,” “we,” “us,” or “our” refer to BETA Technologies, Inc. and its consolidated subsidiaries.
Overview
BETA is an aerospace and defense company designing, manufacturing, and selling high-performance electric aircraft, advanced electric propulsion systems, components, and charging systems to top operators worldwide. We have invested in the underlying infrastructure of this breakthrough technology, which is critical to bringing electric aviation to life. We believe we have developed a differentiated presence in North America and are well positioned to expand globally.
We are continuing to develop highly scalable technologies that can be tailored to and deployed for cost-effective and safe missions across cargo and logistics, defense, passenger, and medical end markets. Our intentional approach to designing electric aircraft allows us to service a variety of end markets and mission types while leveraging the same core technologies. The portability of our technologies and systems across various aircraft also unlocks flexibility to innovate on future generations of aircraft.
Since inception, we have devoted substantially all of our time and efforts to performing research and development activities, raising capital, recruiting management and technical staff to support these operations, and designing manufacturing processes.
Recent Developments
The Federal Aviation Administration (“FAA”) has awarded BETA’s ALIA VTOL (“A250”) aircraft, N250XT, a Special Airworthiness Certificate for market surveys, marking the first such authorization granted to an electric VTOL aircraft. BETA’s A250 completed its first flight under the new market survey authorization on October 20, 2026. The FAA authorization enables BETA to conduct flights with operators and key stakeholders and expands the geographic scope of BETA’s VTOL operations, providing greater flexibility to demonstrate the capabilities of electric vertical flight across a wider range of operating conditions, subject to applicable FAA limitations.
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Results of Operations
Comparison of Results for the Three and Nine Months Ended September 30, 2026 and 2025
The following table presents selected financial information for the periods presented (dollars in thousands):
| Three Months Ended September 30, | Increase (Decrease) ($) | Increase (Decrease) (%) | Nine Months Ended September 30, | Increase (Decrease) ($) | Increase (Decrease) (%) | |||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Product | $ | 5,184 | $ | 2,917 | $ | 2,267 | 78 | % | $ | 9,427 | $ | 7,993 | $ | 1,434 | 18 | % | ||||||||||||||||||||||||||||||||||
Service | 12,488 | 6,001 | 6,487 | * | 33,036 | 16,490 | 16,546 | * | ||||||||||||||||||||||||||||||||||||||||||
| 17,672 | 8,918 | 8,754 | 98 | % | 42,463 | 24,483 | 17,980 | 73 | % | |||||||||||||||||||||||||||||||||||||||||
Cost of revenues: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Product | 2,516 | 1,660 | 856 | 52 | % | 4,773 | 2,255 | 2,518 | * | |||||||||||||||||||||||||||||||||||||||||
Service | 2,417 | 1,081 | 1,336 | * | 11,098 | 3,415 | 7,683 | * | ||||||||||||||||||||||||||||||||||||||||||
| 4,933 | 2,741 | 2,192 | 80 | % | 15,871 | 5,670 | 10,201 | * | ||||||||||||||||||||||||||||||||||||||||||
Gross margin: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Product | 2,668 | 1,257 | 1,411 | * | 4,654 | 5,738 | (1,084) | (19 | %) | |||||||||||||||||||||||||||||||||||||||||
Service | 10,071 | 4,920 | 5,151 | * | 21,938 | 13,075 | 8,863 | 68 | % | |||||||||||||||||||||||||||||||||||||||||
| 12,739 | 6,177 | 6,562 | * | 26,592 | 18,813 | 7,779 | 41 | % | ||||||||||||||||||||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Research and development | 90,536 | 56,371 | 34,165 | 61 | % | 304,640 | 170,484 | 134,156 | 79 | % | ||||||||||||||||||||||||||||||||||||||||
General and administrative | 50,007 | 30,380 | 19,627 | 65 | % | 140,831 | 86,241 | 54,590 | 63 | % | ||||||||||||||||||||||||||||||||||||||||
Total operating expenses | 140,543 | 86,751 | 53,792 | 62 | % | 445,471 | 256,725 | 188,746 | 74 | % | ||||||||||||||||||||||||||||||||||||||||
Loss from operations | (127,804) | (80,574) | 47,230 | 59 | % | (418,879) | (237,912) | 180,967 | 76 | % | ||||||||||||||||||||||||||||||||||||||||
Other (income) expense: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest income | (12,515) | (2,628) | 9,887 | * | (40,289) | (7,348) | 32,941 | * | ||||||||||||||||||||||||||||||||||||||||||
Interest expense | 3,678 | 3,464 | 214 | 6 | % | 10,956 | 9,214 | 1,742 | 19 | % | ||||||||||||||||||||||||||||||||||||||||
| Loss on issuance of convertible preferred stock | — | 355,551 | (355,551) | * | — | 355,551 | (355,551) | * | ||||||||||||||||||||||||||||||||||||||||||
Total other (income) expense | (8,837) | 356,387 | 365,224 | * | (29,333) | 357,417 | 386,750 | * | ||||||||||||||||||||||||||||||||||||||||||
Loss before income taxes | (118,967) | (436,961) | (317,994) | (73 | %) | (389,546) | (595,329) | (205,783) | (35 | %) | ||||||||||||||||||||||||||||||||||||||||
Provision for income taxes | 152 | 253 | (101) | (40 | %) | 635 | 580 | 55 | 9 | % | ||||||||||||||||||||||||||||||||||||||||
Net loss | $ | (119,119) | $ | (437,214) | $ | (318,095) | (73 | %) | $ | (390,181) | $ | (595,909) | $ | (205,728) | (35 | %) | ||||||||||||||||||||||||||||||||||
* Percentage increase (decrease) is not meaningful
Revenues
Our product revenue is primarily generated from the sale of tangible products such as our batteries, engines, flight control systems, and an international network of electric charging and related equipment (“Enabling Technologies”). Our service revenue is primarily generated from engineering, consulting, and other service arrangements for our customers. Service revenue also includes revenue associated with usage of and priority access to our charging stations.
Product revenues increased by $2.3 million, or 78%, during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was attributable to the delivery of ground service equipment (“GSE”) to commercial and government customers of $4.3 million during 2026, offset by the delivery of electric propulsion engines to commercial customers totaling $2.0 million during 2025.
Product revenues increased by $1.4 million, or 18%, during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was attributable to the delivery of GSE to commercial and government customers of $7.8 million during 2026, offset by the delivery of electric propulsion engines and batteries to commercial customers totaling $6.4 million during 2025.
Service revenues increased by $6.5 million during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was primarily attributable to contracts with commercial customers of $9.1 million related to engineering and consulting services to support our customers’ research and development activities, offset by $2.6 million related to completion of services for the U.S. government during 2025.
17
Service revenues increased by $16.5 million during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily attributable to contracts with commercial customers of $22.5 million related to engineering and consulting services to support our customers’ research and development activities, offset by $6.0 million related to completion of services for the U.S. government during 2025.
Cost of Revenues
Cost of product revenues and service revenues may include the direct cost of materials, labor, subcontractors, and overhead costs (where allowable), depending on the nature of the agreement. Included within cost of product revenues are purchases made directly for contractual performance obligations primarily recognized over time and as such, no inventories are recorded in the condensed consolidated balance sheets.
Cost of product revenues increased by $0.9 million, or 52%, and by $2.5 million during the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, respectively. The increases were attributable to labor and material costs to fulfill contracts with commercial and government customers.
Cost of service revenues increased by $1.3 million and $7.7 million during the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, respectively. The increases were attributable to labor and material costs to fulfill contracts with commercial customers.
Research and Development Expenses
Research and development expenses are attributable to continued spend related to the development of our electric aircraft and Enabling Technologies. The increases to research and development expenses were attributable to the following (in millions):
| Three Months Ended September 30, 2026 | Nine Months Ended September 30, 2026 | ||||||||||
| Parts and materials | $ | 2.8 | $ | 21.8 | |||||||
| Labor costs, including stock-based compensation | 17.2 | 48.7 | |||||||||
| Warrant expense | 5.5 | 16.8 | |||||||||
| Acquisition-related expense | — | 16.1 | |||||||||
| Asset disposal and other related costs | 5.1 | 10.4 | |||||||||
| Professional fees | 1.2 | 10.9 | |||||||||
| Other | 2.4 | 9.5 | |||||||||
| $ | 34.2 | $ | 134.2 | ||||||||
General and Administrative Expenses
General and administrative expenses increased $19.6 million, or 65%, during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was attributable to increased stock-based compensation expense of $3.2 million, salaries and benefits of $8.6 million due to increased headcount, $4.6 million of professional fees, and $3.2 million of other administrative costs.
General and administrative expenses increased $54.6 million, or 63%, during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was attributable to increased stock-based compensation expense of $19.5 million, salaries and benefits of $20.7 million due to increased headcount, $7.0 million of professional fees, and $7.4 million of other administrative costs.
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Other (Income) Expense
Interest income increased $9.9 million and $32.9 million during the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, respectively. The increases were attributable to interest on the proceeds from convertible preferred stock offerings and the IPO.
Interest expense increased $0.2 million, or 6%, and $1.7 million, or 19%, during the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, respectively. The increases were attributable to a sale-leaseback transaction that occurred during 2025.
Provision for Income Taxes
The changes in the provision for income taxes during the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 were primarily due to changes in tax on foreign earnings.
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Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA
We define EBITDA as net loss adjusted for interest income, interest expense, provision for income taxes, and depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted for loss on issuance of convertible preferred stock, stock-based compensation, warrant expense, acquisition-related expense, asset disposal and other related costs, and IPO costs.
In addition to traditional financial metrics, we use EBITDA and Adjusted EBITDA to help us evaluate our business. We believe that these non-GAAP measures provide useful information to investors because they allow for greater transparency into what measures we use in operating our business and measuring our performance and enable comparison of financial trends and results between periods where items may vary independent of business performance. These non-GAAP measures are presented for supplemental informational purposes and should not be considered as substitutes for or superior to financial information presented in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude certain expenses that are required by GAAP to be recorded in our financial statements, and they are subject to inherent limitations as they reflect the exercise of judgment by our management about which expenses are excluded or included in determining these non-GAAP financial measures. Further, non-GAAP financial measures are not standardized. It may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. In addition, investors are encouraged to review our condensed consolidated financial statements and the notes thereto in their entirety and not to rely on any single financial measure.
A reconciliation between net loss, the most directly comparable GAAP financial measure, and the non-GAAP financial measures is as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net loss | $ | (119,119) | $ | (437,214) | $ | (390,181) | $ | (595,909) | ||||||||||||||||||
| Increase (decrease) as adjusted for: | ||||||||||||||||||||||||||
| Interest income | (12,515) | (2,628) | (40,289) | (7,348) | ||||||||||||||||||||||
| Interest expense | 3,678 | 3,464 | 10,956 | 9,214 | ||||||||||||||||||||||
| Provision for income taxes | 152 | 253 | 635 | 580 | ||||||||||||||||||||||
| Depreciation and amortization | 6,896 | 5,794 | 19,369 | 16,314 | ||||||||||||||||||||||
| EBITDA | $ | (120,908) | $ | (430,331) | $ | (399,510) | $ | (577,149) | ||||||||||||||||||
| Loss on issuance of convertible preferred stock | — | 355,551 | — | 355,551 | ||||||||||||||||||||||
| Stock-based compensation | 11,055 | 5,205 | 49,145 | 16,819 | ||||||||||||||||||||||
Warrant expense | 5,760 | 308 | 17,091 | 308 | ||||||||||||||||||||||
Acquisition-related expense(1) | — | — | 16,147 | — | ||||||||||||||||||||||
| Asset disposal and other related costs | 6,411 | 932 | 12,153 | 2,473 | ||||||||||||||||||||||
IPO costs(2) | 233 | 760 | 469 | 1,310 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | (97,449) | $ | (67,575) | $ | (304,505) | $ | (200,688) | ||||||||||||||||||
______________
(1)Includes acquired IPR&D expense of $15,003 and direct transaction costs of $1,144.
(2)Represents accounting and advisory expenses incurred in connection with becoming and operating as a public company.
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Liquidity and Capital Resources
We have incurred net losses and negative operating cash flows from operations since we were formed and began designing our electric aircraft in 2018, and we expect to continue to incur losses and negative operating cash flows for the foreseeable future until we successfully commence sustainable commercial operations. Historically, our primary sources of liquidity have been borrowings under our Ex-Im Credit Facility, equity financings, government funding, and consideration from contracts with customers, as well as the proceeds from our IPO and the sale-leaseback transaction. To date, our primary use of capital has been for the development of our electric aircraft and Enabling Technologies. As of September 30, 2026, we had cash and cash equivalents of $1,343 million. Until we generate sufficient operating cash flow to fully cover our operating expenses, working capital needs, and planned capital expenditures, or if circumstances evolve differently than anticipated, we expect to utilize a combination of equity and debt financings to fund any future remaining capital needs. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities may have rights, preferences, and privileges senior to those of common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have, in the past, and may, in the future, experience periods of volatility that could impact the availability and cost of equity and debt financing. We can give no assurances that we will be able to secure such additional sources of funds to support our operations or, if such funds are available to us, that such additional financing will be sufficient to meet our needs. See the heading “Our business plan requires a significant amount of capital. We expect to require additional future funding to support our operations and implementation of our growth plans and we may be unable to access the capital and credit markets or borrow on affordable terms to obtain additional capital that we may require” in Part I, Item 1A. “Risk Factors” included in the Annual Report on Form 10-K for the year ended December 31, 2025.
Our principal uses of cash in recent periods were to fund our research and development activities, personnel costs, and support services, including our battery, engine, and charging services. Near-term cash requirements will also include spending on research and development of emerging technologies, strategic growth initiatives, including obtaining certifications and manufacturing our aircraft, commercial, and go-to-market infrastructure. We do not have material cash requirements related to current contractual obligations. As such, our cash requirements are highly dependent upon management’s decisions about the pace and focus of both our short and long-term spending.
Cash requirements can fluctuate based on business decisions that could accelerate or defer spending, including the timing or pace of certification, investments to support our growth in operations, and production of electric aircraft and Enabling Technologies. We anticipate incurring additional capital expenditures during the remaining portion of the year ending December 31, 2026, primarily related to the investment in machinery and equipment, buildings and leasehold improvements, our charging network, and aircraft components.
Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash or grants received from our customers or governmental entities, respectively, the expansion of sales and marketing activities, and the timing and extent of spending to support development efforts, including collaborative arrangements.
Sources of Cash
The following table sets forth our cash flows for the periods indicated (in thousands):
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Net cash (used in) provided by: | ||||||||||||||
| Operating activities | $ | (271,378) | $ | (183,386) | ||||||||||
| Investing activities | (103,772) | (24,367) | ||||||||||||
| Financing activities | 8,099 | 598,380 | ||||||||||||
| Effect of currency translation on cash, cash equivalents, and restricted cash | (119) | (20) | ||||||||||||
| Net (decrease) increase in cash, cash equivalents, and restricted cash | $ | (367,170) | $ | 390,607 | ||||||||||
21
Operating Activities
For the nine months ended September 30, 2026, net cash used in operating activities was $271.4 million, primarily due to a net loss of $390.2 million, offset by non-cash charges of $106.3 million, and adjusted by a change in operating assets and liabilities that provided a net source of cash of $12.5 million. This source of cash primarily reflected a decrease in prepaid expenses and other current assets.
For the nine months ended September 30, 2025, net cash used in operating activities was $183.4 million, primarily due to a net loss of $595.9 million, offset by non-cash charges of $393.1 million, and adjusted by a change in operating assets and liabilities that provided a net source of cash of $19.4 million. This source of cash primarily reflected an increase in accounts payable, accrued expenses, and current liabilities.
Investing Activities
For the nine months ended September 30, 2026 and 2025, we used $103.8 million and $24.4 million in cash, respectively, to fund capital expenditures, including investment in machinery and equipment, buildings, leasehold improvements, and purchases of aircraft components to support our growth in operations. For the nine months ended September 30, 2025, net cash used to purchase property and equipment was partially offset by proceeds from the sale of property and equipment.
Financing Activities
For the nine months ended September 30, 2026, net cash provided by financing activities was $8.1 million, primarily from the exercise of stock options, offset by repayment of borrowings and other financing activities. For the nine months ended September 30, 2025, net cash provided by financing activities was $598.4 million, primarily due to the proceeds received from issuances of our convertible preferred stock.
Contractual Obligations and Commercial Commitments
As of September 30, 2026, there were no material changes to our contractual obligations and commercial commitments in the audited consolidated financial statements included within our Annual Report on Form 10-K for the year ended December 31, 2025, other than those described in Note 6 “Leases” of our condensed consolidated financial statements.
Critical Accounting Estimates
In connection with preparing our condensed consolidated financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expense, and the related disclosures. We base our assumptions, estimates, and judgments on historical experience, current trends, and other factors that management believes to be relevant at the time we prepare our consolidated financial statements. However, because future events and their effects cannot be determined with certainty, actual results could differ materially from our assumptions and estimates. During the nine months ended September 30, 2026, there have been no material changes to our critical accounting estimates included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, other than as described below.
PSUs
We measure PSUs granted to employees and non-employees based on the fair value on the date of the grant. We recognize compensation expense over the requisite service period, which is adjusted at each reporting period based on the probability and timing of performance achievement. We estimate the probability and timing of achievement based on available information regarding progress made toward performance objectives at each reporting period. If we later determine that achievement of a performance objective is no longer probable, the associated expense previously recognized will be reversed.
Recently Issued Accounting Pronouncements
See Note 2 “Basis of Presentation and Accounting Policies” to our condensed consolidated financial statements for a discussion of recent accounting pronouncements.
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Emerging Growth Company Status
See Note 2 “Basis of Presentation and Accounting Policies” to our condensed consolidated financial statements for a discussion of our status as an emerging growth company.
Off-Balance Sheet Arrangements
We have no material off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
Market risk is the risk of loss arising from adverse changes in market rates and prices. Currently, our market risks relate to potential changes in the fair value of our long-term debt due to fluctuations in applicable market interest rates and inflation. Going forward, our market risk exposure will generally be limited to those risks that arise in the normal course of business, as we do not engage in speculative, non-operating transactions, nor do we utilize financial instruments or derivative instruments for trading purposes.
Interest Rate Risk
Our cash and cash equivalents are invested in demand deposit accounts and money market funds and are held for working capital purposes. We do not enter into investments for trading or speculative purposes. We believe that we do not have any material exposure to changes in the fair value as a result of changes in interest rates due to the short-term nature of our cash equivalents. Declines in interest rates, however, would reduce future interest income.
Credit Risk
Financial instruments that subject us to significant concentrations of credit risk consist primarily of cash and money-market cash equivalents. Our cash is held in accounts with multiple financial institutions that we believe are creditworthy. These amounts at times may exceed federally-insured limits. We have not experienced any credit losses in such accounts and do not believe we are exposed to any significant credit risk on these funds.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q.
Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and Rules 15d-15(f) under the Exchange Act) during the three months ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
See Part I, Item 1, Note 7 “Commitments and Contingencies” to the condensed consolidated financial statements, which is incorporated herein by reference.
From time to time, the Company is party to certain legal actions and claims arising in the ordinary course of business. While the outcome of these events cannot be predicted with certainty, management does not currently expect these matters to have a materially adverse effect on the financial position or results of operations of the Company.
Item 1A. Risk Factors
The following risk factor updates, supersedes, and replaces the risk factor disclosed in Item 1A “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2025.
Interruption to, interference with, or failure of our complex information technology and communications systems could hurt our ability to effectively operate our business.
We depend on our: (a) operational systems, including business, financial, accounting, product development, data processing or production processes, owned by us or our third-party vendors or suppliers; (b) facility security systems, owned by us or our third-party vendors or suppliers; (c) aircraft technology, including powertrain and avionics and flight control software, owned by us or our third-party vendors or suppliers; (d) integrated software in our aircraft and GSE; or (e) customer data that we process or our third-party vendors or suppliers process on our behalf. These systems could fail or be interrupted due to conditions beyond our control, including security incidents, cyber-attacks and agreement terminations with third-party service providers. A failure of or interruption to our systems could disrupt our business operations, result in loss of intellectual property, trade secrets or other proprietary or competitively sensitive information, compromise certain information of customers, employees, suppliers or others, jeopardize the security of our facilities or affect the performance of in-product technology and the integrated software in our aircraft and GSE.
We collect, store, transmit, and otherwise process data from our aircraft and GSE, our employees and others as part of our business and operations, which may include personal, confidential, or proprietary information. We also work with partners and third-party service providers or vendors that collect, store and otherwise process such data on our behalf and in connection with our aircraft and GSE.
We plan to use data connectivity software to monitor aircraft performance, enhance safety and enable cost-saving preventative maintenance. Our services depend on the availability, effectiveness and continued operation of information technology and communications systems and our ability to obtain and maintain satisfactory contracts with service providers. Our systems, or those of our third-party service providers, may be vulnerable to damage or interruption from physical theft, fire, terrorist attacks, natural or manmade disasters, power loss, actual or threatened acts of war, telecommunications failures, insider theft or misuse, human error, and similar events. We and our third-party service providers are also vulnerable to cybersecurity-related incidents, including, among others, computer viruses, worms, trojan horses, bugs, distributed denial or degradation of service attacks, ransomware, malware, infiltration by unauthorized persons, malicious and destructive code, phishing attacks, social engineering schemes, or other attempts to harm our systems or those of our third-party service providers. We intend to log information about each aircraft’s use to aid in aircraft diagnostics and servicing. Our customers may object to the use of this data or place limitations that materially restrict its use, which may increase our aircraft maintenance costs and harm our business prospects.
24
There are inherent risks associated with developing, improving, expanding and updating our current systems, such as the disruption of our data management, procurement, production execution, finance, supply chain, sales, and service processes. These risks may affect our ability to manage our data and inventory, to procure parts or supplies, to manufacture, deploy, deliver, and service our aircraft and GSE, to adequately protect our intellectual property, or to achieve and maintain compliance with, or to realize available benefits under, applicable laws, regulations, and contracts. As we scale our manufacturing operations, we are implementing new processes and systems for tracking components and determining the capitalization and allocation of production-related costs. If these systems or processes are not implemented effectively, do not operate as intended, or do not produce complete and reliable information, our ability to accurately account for capitalized aircraft components reflected in our financial statements could be adversely affected. We cannot be sure that these systems, including those of our third-party vendors or suppliers, will be effectively implemented, maintained or expanded as planned. If we do not successfully implement, maintain or expand these systems as planned, our operations may be disrupted and our ability to accurately and timely report our financial results could be impaired. Moreover, our proprietary information or intellectual property could be compromised or misappropriated, which could adversely affect our reputation. We may need to expend significant resources to make corrections or find alternative sources for these functions if such functions do not operate as intended.
There have been no other material changes to the risk factors disclosed in Item 1A “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2025, which are incorporated herein by reference except to the extent they address risks arising from or relating to the failure of events described therein to occur, which events have since occurred.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
25
Item 5. Other Information
Trading Arrangements
On August 17, 2026 , Herman Cueto , the Company’s Chief Financial Officer , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Mr. Cueto’s trading plan provides for the potential sale of up to 216,661 shares of Class A common stock, including upon the vesting of RSUs and PSUs and net of any shares sold to satisfy applicable tax-withholding obligations, subject to certain conditions, from on or about November 16, 2026 through April 30, 2027 .
During the three months ended September 30, 2026, no other director or officer of BETA adopted , modified, or terminated
26
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q:
Exhibit Number | Description | |||||||
3.1* | ||||||||
3.2* | ||||||||
31.1** | ||||||||
31.2** | ||||||||
32.1*** | ||||||||
32.2*** | ||||||||
101.INS | Inline XBRL Instance Document | |||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101). | |||||||
*Incorporated herein by reference as indicated.
**Filed herewith.
***Furnished herewith.
27
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BETA Technologies, Inc. | |||||||||||
| Date: November 3, 2026 | /s/ Kyle Clark | ||||||||||
| Kyle Clark President and Chief Executive Officer | |||||||||||
| Date: November 3, 2026 | /s/ Herman Cueto | ||||||||||
| Herman Cueto Chief Financial Officer | |||||||||||
28
Exhibit 31.1
Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
I, Kyle Clark, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of BETA Technologies, Inc. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
| Date: | November 3, 2026 | |||||||||||||
| /s/ Kyle Clark | ||||||||||||||
| Kyle Clark | ||||||||||||||
| Chief Executive Officer and President | ||||||||||||||
Exhibit 31.2
Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
I, Herman Cueto, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of BETA Technologies, Inc. (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
| Date: | November 3, 2026 | |||||||||||||
| /s/ Herman Cueto | ||||||||||||||
| Herman Cueto | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
Exhibit 32.1
Certification of the Chief Executive Officer
Pursuant to Rule 18 U.S.C. Section 1350
In connection with the Quarterly Report on Form 10-Q of BETA Technologies, Inc. (the “Company”) for the period ended September 30, 2026, as filed with the U.S. Securities and Exchange Commission (the “Report”), I, Kyle Clark, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | November 3, 2026 | |||||||||||||
| /s/ Kyle Clark | ||||||||||||||
| Kyle Clark | ||||||||||||||
| Chief Executive Officer and President | ||||||||||||||
Exhibit 32.2
Certification of the Chief Financial Officer
Pursuant to Rule 18 U.S.C. Section 1350
In connection with the Quarterly Report on Form 10-Q of BETA Technologies, Inc. (the “Company”) for the period ended September 30, 2026 as filed with the U.S. Securities and Exchange Commission (the “Report”), I, Herman Cueto, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | November 3, 2026 | |||||||||||||
| /s/ Herman Cueto | ||||||||||||||
| Herman Cueto | ||||||||||||||
| Chief Financial Officer | ||||||||||||||